vaxxq410k

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Mark One)

☒

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

for the

fiscal year

ended

December 31, 2023

☐

Transition report

pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

for the transition period from

Commission File Number

001-41058

VAXXINITY, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-2083865

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

505 Odyssey Way

Merritt Island

32953

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(

254

)

244-5739

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Class A Common Stock, par value $0.0001 per

VAXX

The

Nasdaq

Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

☐

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

☐

☒

Indicate by

check mark

whether the

registrant (1) has

filed all

reports required

to be

filed by

Section 13 or

15(d) of the

Securities Exchange

Act of

1934 during the preceding 12 months (or for such shorter

period that the registrant was required to file such

reports), and (2) has been subject to such

filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check

mark whether the registrant

has submitted electronically every

Interactive Data File required

to be submitted

pursuant to Rule 405

of Regulation S-T (§ 232.405 of

this chapter) during the preceding

12 months (or for such shorter period

that the registrant was required

to submit such

files).

Yes

☒

☐

Indicate by check mark

whether the registrant is a

large accelerated filer,

an accelerated filer, a

non-accelerated filer, a

smaller reporting company or

an emerging growth company. See the definitions of “large

accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth

company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Smaller Reporting Company

☒

Emerging Growth Company

☒

If an emerging growth company,

indicate by check mark if the registrant has

elected not to use the extended transition period

for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report.

☐

If securities are registered

pursuant to Section 12(b)

of the Act, indicate

by check mark whether

the financial statements of

the registrant included

the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by

check mark

whether any

of those

error corrections

are restatements

that required

a recovery

analysis of

incentive-based

compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

☐

☒

The aggregate market value of registrant’s voting and non-voting outstanding common stock held by non-affiliates was approximately

155.6

million

based upon the closing stock

price of issuer’s common stock

on June 30,

2023

, the last business

day of the Registrant’s most recently

completed second

fiscal quarter. For the

purposes of this disclosure only,

the Registrant has assumed that its directors, executive

officers (as defined in Rule 3b-7

under

the Exchange

Act) and

the beneficial

owners of

5% or

more of

the Registrant’s

outstanding common

stock are

the affiliates

of the

Registrant. The

number of shares of Registrant’s Common Stock outstanding as of April 26, 2024 was

126,784,684

Auditor Firm PCAOB ID:

686

Auditor Name:

Forvis, LLP

Auditor Location:

New York, New York

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY

NOTE

Vaxxinity

Inc. (“Vaxxinity,”

and together with its subsidiaries, the “Company,” “we,” “us” or “our”) is filing this Amendment No.

1 on Form 10-K/A

(this “Amendment”) to

amend our Annual Report

on Form 10-K for

the year ended December

31, 2023, originally

filed with the Securities and Exchange Commission (the “SEC”)

on March 27, 2024 (the “Original 10-K”) to (i) include the

information

required by Items 10

through 14 of Part

III of Form 10-K

and (ii) amend Item

15 of Part IV

of the Original 10-K

to update the exhibit

list. The information required

by Items 10

through 14 of

Part III of

Form 10-K was

previously omitted from the

Original 10-K in

reliance

on General Instruction G(3) to Form 10-K, which permits the information

in the above referenced items to be incorporated in the Form

10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.

We are

filing this Amendment

to include

Part III information

in our

Form 10-K because

a definitive

proxy statement containing

such information

will not be filed by Vaxxinity

within 120 days after the end of the fiscal year covered by the Form 10-K.

In accordance with

Rule 12b-15 under

the Securities Exchange

Act of 1934,

as amended (the “Exchange

Act”), Part III, Items

through 14 of

the Original 10-K

are hereby amended

and restated in their

entirety.

Additionally, in

accordance with Rules

12b-15 and

13a-14 under the Exchange Act,

we have amended Part IV,

Item 15 to include currently dated

certifications pursuant to Section 302

the Sarbanes-Oxley Act

of 2002. Since

no new financial statements

have been included

in this Amendment

and this Amendment does

not contain or

amend any disclosure

with respect to

Items 307 and

308 of Regulation

S-K, paragraphs

3, 4, and

5 of the

certifications

have been

omitted. Similarly,

since no

financial statements

have been

included in

this Amendment,

certifications pursuant

to Section

906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except for the changes to Part III and

Item 15 of Part IV, including the filing of related certifications added to the exhibit list in

Part

IV,

this Amendment makes

no changes to

the Original 10-K.

This Amendment does

not reflect events

occurring after the

filing of the

Original 10-K or modify disclosures affected by subsequent events. Terms used but not otherwise

defined in this Amendment have such

meaning as ascribed to them in the Original 10-K.

BACKGROUND

Vaxxinity

is a biotechnology company currently focused

on developing product candidates for human

use in the fields

of neurology

and coronaviruses utilizing its

“Vaxxine

Platform”—a peptide vaccine technology

first developed by United Biomedical,

Inc. (“UBI”)

and subsequently refined over the last two decades. The Company was formed through the combination of two separate businesses that

originated from

UBI in

two separate

transactions: a

spin-out from

UBI in

2014 of

operations focused

on developing

chronic disease

product candidates that resulted in United Neuroscience (“UNS”), and a second spin-out from

UBI in 2020 of operations focused on the

development of a

COVID-19 vaccine that

resulted in C19

Corp. (“COVAXX”).

On February 2, 2021,

Vaxxinity

was incorporated for

the purpose of reorganizing and combining UNS and COVAXX and on March 2, 2021, did so by acquiring all of the outstanding equity

interests

UNS and

COVAXX

pursuant

a contribution

and

exchange

agreement

(the “Contribution

and

Exchange

Agreement”)

whereby the existing equity

holders of UNS and

COVAXX contributed their equity interests in each of UNS

and COVAXX in exchange

for equity in Vaxxinity

(the “Reorganization”). In November,

2021, the Company closed its initial

public offering of

Class A common

stock (the “IPO”). On December 30, 2022, COVAXX

merged with and into Vaxxinity.

VAXXINITY

INC.

FORM 10-K/A

TABLE OF CONTENTS

PART III

................................................................ ................................................................ ................................................................ ... 1

Item 10.

Directors, Executive Officers and Corporate Governance

................................................................ ......................... 1

Item 11.

Executive Compensation

................................................................ ................................................................ ............... 5

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

........... 13

Item 13.

Certain Relationships and Related Person Transactions, and Director Independence

......................................... 15

Item 14.

Principal Accountant Fees and Services

................................................................ .................................................... 18

Part IV

Item 15.

Exhibits and Financial Statement Schedules

................................................................ ............................................. 19

SIGNATURES

................................................................ ................................................................ ....................................................... 22

PART

III

Item 10.

Directors, Executive Officers and Corporate Governance

Board of Directors

The table below identifies and sets forth certain information regarding our directors

as of April 22, 2024.

Committees

Director

Age

Audit

Nominating and

Governance

Compensation

Louis Reese (Executive Chairman)

Mei Mei Hu

Peter Diamandis

George Hornig

Chair

Landon Ogilvie*

James Smith

Gabrielle Toledano

Chair

* Lead Independent Director

Louis Reese

is one

of our

two co-founders and

is the

Executive Chairman

of the

Company.

Mr. Reese

has served

in this

role for

the

Company since

the Reorganization

and was

previously a

director of

both UNS

and COVAXX

since September

2014. Mr.

Reese has

also been

a director

and a

member of

the executive

committee of

UBI since

2014. He

was also

a director

of ShenLian

Biotech from

2010

2014.

Mr. Reese

also

the co-founder of

investment

and

advisory

firm

with

active

investments

real

estate,

energy,

hospitality and

life sciences.

His investments

focus on

achieving global

impact in

critical important

areas through

innovative models

and

approaches.

He received

his B.A.

from

University

Pennsylvania.

believe

Mr. Reese

is qualified

to serve

on the

board

directors based on

the perspective and

experience he brings

as a member

of the executive

committee of UBI

and as an

investor in life

sciences companies.

Mei Mei Hu

, one of

our two co-founders, is

our President and

Chief Executive Officer

and is one of

our directors. Ms. Hu

has served

in these roles for

the Company since the

Reorganization and was previously a

director of both UNS,

since October 2014, and

COVAXX,

since March 2020. Ms. Hu has

also been a director and

a member of the executive committee

of UBI since 2010 and

a director of United

BioPharma,

Inc.

(“UBP”)

since

March

2020.

Ms. Hu

was

formerly

consultant

McKinsey &

Company

where

she

advised

pharmaceutical companies

on strategic, operational

and organizational

issues. She was also

a director of

ShenLian Biotech from

2010

to 2014. Ms. Hu is also co-founder of an investment and advisory group with active investments in real estate, energy and life sciences.

She has

been named

to Time

100 Next

list, Fortune

40 under

40 and

Young

Global Leaders

of World

Economic Forum.

She holds

B.A. from

University of

Pennsylvania and

a J.D. from

Harvard Law

School. We

believe Ms. Hu

is qualified

to serve

on the

board of

directors

based

the

perspective

she

brings

as our

Chief

Executive

Officer,

her experience

the

biotechnology

and

life

sciences

industries and her success in leading the spin-outs of UNS and COVAXX

from UBI.

Peter Diamandis,

has served

as a

director of

the Company

since the

Reorganization and

was previously

a director

of COVAXX

since March

2020. Dr.

Diamandis has

been the

Chief Executive

Officer of

PHD Ventures,

Inc., his

personal holding

company for

his

writing, speaking and

consulting activities, since

October 1993. Dr. Diamandis has started more

than 24 companies

in the

areas of human

longevity,

space, venture capital and

education, including as a co-founder

of BOLD Capital Partners

in 2015, a venture

fund investing

in exponential

technologies, and

as the

founder and

Executive Chairman

of the

XPRIZE Foundation,

a non-profit foundation

which,

since 1996, has designed and operated large

-scale incentive competitions for the development of

new technologies that may help solve

some of mankind’s major challenges. In

the area of human longevity, he has helped found Human

Longevity, Inc., for which he served

as a director

from 2013 until

December 2018, Celularity

Inc., for which

he served as

Vice Chairman

from July 2017

to July 2021

and

as a director

starting in July

2021, and Fountain

Therapeutic Services, Inc.,

for which he

has served as

Chairman since

January 2019.

He is also the executive founder of Singularity University,

a graduate-level Silicon Valley

institution founded in 2010 that counsels the

world’s leaders

on exponentially growing

technologies. He also served

as a director of DPCM

Capital, Inc. from

October 2020 until it

completed its business combination with D-Wave

Systems Inc. in August 2022, and as a director of Software Acquisition Group Inc. II

from September 2020 until it completed its business combination with Otonomo

Technologies Ltd. in

August 2021.

Dr. Diamandis is also a New

York

Times best-selling author.

He earned degrees in Molecular Engineering and

Aerospace Engineering

from Massachusetts

Institute of

Technology

and holds an

M.D. from

Harvard Medical School.

believe Dr.

Diamandis is qualified

to serve on the board of

directors based on his experience investing in,

working with and co-founding companies in the life sciences and

technology industries.

George Hornig

has served as a

director of the Company

since January 2022. Mr.

Hornig is also Managing

Partner and Co-Founder

The Seed

Lab, an

early-stage venture

fund that

he joined

in January

2019, and

a director

for Syntax

Advisors, an

investment advisor

(since January

2018). From

2010 to

2016, Mr.

Hornig was Senior

Managing Director

and COO

of PineBridge

Investments (formerly

AIG

Investment

Management).

Prior

joining

PineBridge,

Mr.

Hornig

spent

eleven

years

Credit

Suisse

Asset

Management

Managing Director and Global

COO. From 1993 to

1999, Mr. Hornig was Executive Vice President of

Deutsche Bank Americas. Earlier

in his career, Mr. Hornig was Managing Director and COO of Wasserstein Perella & Co, worked in the M&A group of First Boston and

was an

Associate

with the

law

firm

of Skadden,

Arps, Slate,

Meagher

& Flom

LLP.

During

his career,

Mr.

Hornig has

served

as a

Director of

Forrester Research,

Unity Mutual

Life, Veridian

Group, KBL

Merger Corp

IV,

Office Tiger,

Daily Candy

and Merchants

Preferred. Recently,

Mr.

Hornig previously

served as the

Chairman of

Xometry,

an AI-driven platform

for on-demand

manufacturing

of industrial parts,

from 2013 until 2023

and as a

co-chairman of Healthwell

Acquisition Corp. I,

a special acquisition

company,

from

July

2021

until

its

liquidation

and

dissolution

December

2023.

Mr.

Hornig

received

his

A.B.,

J.D.

and

M.B.A.

from

Harvard

University.

believe Mr.

Hornig is

qualified to

serve on

the board of

directors based

on his

service on

public company

boards and

financial industry experience.

Landon Ogilvie

has served

as a

director of

the Company

since February

2023. Mr.

Ogilvie currently

serves as

CEO of

Co-West

Inc.

and has been in this

position since 2017. He is also

CEO of Destination Systems, a logistics

company in Colorado.

He has over 20 years

of experience in logistics, risk

management, operations management, government contracts and organizational leadership across

diverse

industries and has

served on numerous boards.

He began his career

in the risk management

sector where he was

a partner in Gans

and

Smith Insurance. Mr. Ogilvie has

been a serial entrepreneur both as a founder and acquirer of businesses in highly regulated

industries,

such as insurance, finance, and oilfield waste management.

We believe Mr.

Ogilvie is qualified to serve on the board of directors based

on his service on company boards and extensive business management

experience.

James Smith

has served as

a director of

the Company since February

2023.

Mr. Smith

is currently the

CEO of InvitedHome

Inc. and

has served in this position since 2018.

Prior to that Mr. Smith was CFO of InvitedHome Inc.

from 2014 to 2017 and CFO of

Mogul Inc.

from 2012 to 2014.

Mr. Smith

was a member of

the Board of Directors

of YourFare

Inc. from 2017 to

2023. Earlier in his

career Mr.

Smith

was

Financial

Analyst

for

Westfield

and

Auditor

with

Ernst

Young.

Mr Smith

received

Bachelor

of Commerce

Bachelor of

Business from

the University of

Queensland (Australia)

and a

Diploma in

Financial Markets

from the

Financial Services

Institute of Australasia

(FINSIA). We believe Mr. Smith is qualified to

serve on the

board of directors

based on his

managerial, financial,

fundraising & M&A experience while serving as CEO, CFO, co-founder,

investor and board member for several companies.

Gabrielle

Toledano

has

served

as a

director

the

Company

since

February

2023.

Ms.

Toledano

currently

serves

on the

Board

Directors

as Chairman

of the

Compensation

Committee

for Lilium

and

Velo3D

and has

been

the COO

for

Keystone Strategy

since

January 2020.

Ms. Toledano served on the boards

for Bose Corporation from

June 2020

until October 2022 and

the Namely Corporation

from February

2019 until

September of 2022.

Prior to

Keystone, Ms.

Toledano

was Executive

in Residence

for Comcast

Ventures

2019 and Chief People Officer

at Tesla

from 2017 to 2018.

Ms. Toledano

served as Chief Talent

Officer at Electronic Arts from

2006

to 2017 and Chief Human Resources Officer for

Siebel Systems from 2002 to

2006.

During her career she has also

served on the boards

of Glu

Mobile, Visier,

Jive Software,

TalentSky

and Jhana

Software.

From 1991

to 2002,

Ms. Toledano

served in

human resources

leadership

positions

with

Microsoft

and

Oracle.

Ms.

Toledano

received

her

undergraduate

and

graduate

degrees

from

Stanford

University.

believe

Ms.

Toledano

is qualified

to serve

on the

board of

directors

based on

her extensive

executive management

experience at public companies.

Executive Officers

The table below identifies and sets forth certain information regarding our executive

officers as of April 22, 2024.

Executive Officer

Age

Position

Mei Mei Hu

Co-Founder, President, Chief Executive

Officer and Director

Louis Reese

Executive Chairman

Sumita Ray

Chief Legal, Compliance & Administrative Officer

Jason Pesile

Chief Accounting Officer

Biographical information for Mei Mei Hu and Louis Reese is set forth

above under “—Board of Directors.”

Sumita Ray,

J.D

. has

served as

our Chief

Legal, Compliance

and Administrative

Officer since

October 2023.

Prior to

that, Ms.

Ray

served

Chief

Legal,

Compliance

Administrative

Officer

and

Corporate

Secretary

Instil

Bio,

Inc.

(Nasdaq:

TIL),

public

biotechnology company,

from April 2022

to May 2023. Previously,

from September 2017

to April 2022,

she served as Chief

Legal &

Administrative Officer, overseeing the Legal, Compliance, Human Resources, IT and Facilities

functions of Calithera Biosciences, Inc.,

a public

biotechnology company.

Prior to

joining Calithera,

she served

as Chief

Compliance Officer

and Associate

General Counsel,

Head of Healthcare and Regulatory Law at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired

by AbbVie Inc. (NYSE: ABBV)

in May 2015, where she supported the company through the

global approval and launch of Imbruvica in multiple indications from April

2013

November 201

Previously,

Ms.

Ray served

as Head

of BioNeurology

& Regulatory

Law

Group at

Elan Pharmaceuticals,

Corporate Counsel, Commercial Law Group at Genentech, Inc. and Corporate Counsel at AstraZeneca (Nasdaq: AZN). Ms. Ray is also

the principal

and sole

member of

FifthRay Consulting,

LLC, a

consulting

company for

life science

companies, since

its founding

November

2015.

Ms. Ray

serves

as a

member

the

board

directors

Biomea

Fusion,

Inc.

and

also

the

Advisory

Board

BioTrillion, a healthtech startup developing digital biomarkers for disease detection. Ms. Ray started her career as a pharmaceutical and

products liability litigator at Montgomery,

McCracken, Walker

and Rhoads LLP.

Ms. Ray holds a J.D. from Temple University School

of Law and a B.S. in Microbiology from the University of Arizona.

Jason Pesile

is our

Chief Accounting

Officer.

Mr.

Pesile has served

in this role

since March

2024. Prior

to that,

Mr.

Pesile served

our Senior Vice

President, Finance and Accounting since

January 2022.

Mr. Pesile is a

finance executive with more than twenty

years

of experience in the

biopharmaceutical space and previously

served as Vice

President Finance, Corporate

Controller at Beyond Spring

Pharmaceuticals,

pharmaceutical

research

company,

from

September

2020

December

2021.

Prior

that,

Mr.

Pesile

was

the

Executive

Director,

Finance,

Progenics

Pharmaceuticals,

Inc.,

pharmaceutical

research

company,

from

November

2016

July

2020.

has

worked

multiple

biopharma

companies

the

past

ten

years,

where

led

various

aspects

financial

operations,

including

accounting,

financial

reporting,

audit

and

financial

planning.

Earlier

his

career,

Mr.

Pesile

worked

management

consulting, and

as a global

project manager

at Schering-Plough

and Merck focused

on post-merger

integration. Jason

graduated from

the Wharton School

of the University

of Pennsylvania with

a B.S.

degree in Finance

and holds an

MBA from Columbia

Business School.

He is a Certified Public Accountant in the State of New Jersey.

Family Relationships

Mei Mei Hu, our Chief

Executive Officer and Director,

and Louis Reese, our Executive

Chairman, are married to each

other. Mei

Mei

Hu,

Louis

Reese,

one

their

affiliates

and

UBI

are

party

the

Voting

Agreement

described

the

sectioned

titled

“Certain

Relationships and Related Person Transactions,

and Director Independence – Voting

Agreement.”

Corporate Governance

Stockholder Director Nominations

There have been no material changes to the procedures by which shareholders may

recommend nominees to the board of directors.

Information Regarding Our Audit Committee

The audit committee currently consists of George

Hornig, Gabrielle Toledano

and James Smith. The board of directors has determined

that each

member of

the audit

committee satisfies

the independence

requirements under

the Nasdaq

listing standards

and Rule

10A-

3(b)(1)

of the

Securities Exchange

Act of

1934, as

amended (“Exchange

Act”). Mr.

Hornig is

the chair

of the

audit committee.

The

board of directors has determined

that Mr. Hornig

is an “audit committee financial

expert” within the meaning of SEC

regulations. All

members

the

audit

committee

meet

the

requirements

for

financial

literacy

under

the

applicable

Nasdaq

rules

and

regulations.

arriving at these determinations, the

board of directors has examined each

audit committee member’s scope of experience

and the nature

of his or her employment.

Code of Conduct and Ethics

have

adopted

a code

of conduct

and ethics

(the “Code

of Conduct”)

that applies

to all

of our

directors, officers

and employees,

including

our

principal

executive

officer

and

principal

financial

officer.

Our

Code

Conduct

available

under

the

Corporate

Governance section of the Investors page of our website at www.Vaxxinity.com.

In addition, disclosures regarding any amendments to,

or waivers of, any provisions of

our Code of Conduct that apply

to our directors, principal executive officer or principal financial

officer

will be

included

in a

Current Report

on Form

8-K within

four business

days following

the date

of the

amendment or

waiver,

unless

website posting

or the

issuance of a

press release

of such amendments

or waivers

is then permitted

by the rules

of The Nasdaq

Stock

Market.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires executive officers, directors

and persons who own more than 10% of a registered class of

our equity securities to file reports of ownership with the Securities and Exchange

Commission (the “SEC”). Based solely on our

review of the copies of such forms received by us and related written representations,

we believe that during the fiscal year ended

December 31, 2023, all filing requirements were timely satisfied except

for: one late filing of a Form 4 due to an administrative error

for each of Katherine Eade, George Hornig, Landon Ogilvie, James

Smith and Gabrielle Toledano

to report the grant of 132,352 stock

options in each case; two late filings of Form 4s due to administrative errors

for Peter Diamandis,

MD to report three transactions, the

grant of 132,352 stock options, the exercise of 46,500 stock options and the exercise of

429,037 stock options; two late filings of Form

4s due to administrative errors for Peter Powchik,

MD to report two transactions, the grant of 132,352 stock options and the grant of

159,744 stock options; one late filing of a Form 4 due to an administrative error

for Lou Reese to report three stock option grants of

620,000 stock options, 61,607 stock options and 301,188 stock options; one

late filing of a Form 4 due to an administrative error for

Mei Mei Hu to report two stock option grants of 620,000 stock options and 73,928 stock options;

one late filing of a Form 4 due to an

administrative error for Ulo Palm to report the grant of 123,418 stock options;

one late filing of a Form 4 due to an administrative

error for Rene Paula Molina to report the grant of 116,612

stock options; one late filing of a Form 4 due to an administrative error for

Jason Pesile to report the grant of 32,700 stock options; and one late filing of

a Form 4 due to an administrative error for Sumita Ray

to report the grant of 425,000 stock options.

Item 11. Executive Compensation

Executive Compensation

We qualify

as an “emerging growth company” under the Jumpstart Our

Business Startups Act of 2012. As a result, we are permitted to

and

rely

exemptions

from

certain

disclosure

requirements

that

are

applicable

other

companies

that

are

not

emerging

growth

companies. Accordingly, we have included compensation information for only our principal executive officer, our two next most highly

compensated executive

officers serving

at fiscal year-end and

two former executive

officers who

would have been

included as

one of

the foregoing had

they been serving

at fiscal year-end.

have not included

a compensation discussion

and analysis of our

executive

compensation programs or tabular compensation information other than the Summary Compensation Table

and the Outstanding Equity

Awards

table. In

addition,

for so

long as

are an

emerging

growth

company,

we will

not

be required

to submit

certain

executive

compensation matters to our stockholders for advisory votes, such as “say-on-pay”

and “say-on-frequency” of say-on-pay votes.

We will remain an

emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026 (the last day of the fiscal

year following the

fifth anniversary of

the consummation of

our initial public

offering), (b) the

last day of

our fiscal year

in which we

have a total annual gross

revenue of at least $1.235 billion,

we are deemed to be a “large

accelerated filer” under

the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued

more than $1.0 billion in non-convertible debt securities during the

previous three years.

We are

also a “smaller reporting

company” as defined in

the Exchange Act. We

may continue to be

a smaller reporting company

even

after we are

no longer

an emerging

growth company.

may take

advantage of

certain of the

scaled disclosures available

to smaller

reporting companies and will be able

to take advantage of these

scaled disclosures for so long as

the market value of our

voting and non-

voting common stock

held by non-affiliates

is less than $250.0

million measured on

the last business day

of our second

fiscal quarter,

or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and

non-voting

common

stock

held

non-affiliates

less

than

$700.0 million

measured

the

last

business

day

our

second

fiscal

quarter.

Overview

This

section

discusses the

material

components

of our

2023

compensation

program

for our

“named

executive

officers”

“NEOs”.

These NEOs for 2023 are:

●

Mei Mei Hu, Co-Founder, President, Chief Executive

Officer and Director;

●

Louis Reese, Co-Founder and Executive Chairman;

●

Sumita Ray, Chief Legal,

Compliance & Administrative Officer;

●

Dr. Ulo Palm, former Chief Medical Officer;

and

●

René Paula Molina, former Senior Vice

President, Legal & Business Affairs, General Counsel and Secretary.

Summary Compensation Table

The following table presents the compensation for services

provided to us by our named executive

officers for the fiscal years indicated.

Name and Principal

Position

Year

Salary ($)

(1)

Bonus ($)

(2)

Option

Awards ($)

(3)

Nonequity

Incentive Plan

Compensation

($)

(4)

All Other

Compensation

($)

(5)

Total

($)

Mei Mei Hu

2023

307,672

—

1,015,188

—

37,471

1,360,351

Chief Executive Officer

2022

400,000

115,705

—

16,069

531,774

Louis Reese

2023

238,104

—

1,015,188

—

37,471

1,290,763

Executive Chairman

Sumita Ray

2023

107,500

4,300

357,850

27,950

3,307

500,907

Chief Legal, Compliance

and Administrative Officer

Ulo Palm

2023

337,500

—

202,085

—

13,200

552,785

Former Chief Medical

Officer

2022

450,000

135,000

376,000

—

961,000

René Paula Molina

2023

310,480

—

190,942

—

43,200

544,622

Former Senior Vice

President, Legal and

Business Affairs

2022

362,500

108,750

—

8,878

480,128

(1)

Mr. Reese was granted 150,594 options in lieu of salary for the fiscal year ended

December 31, 2023. The amounts reported here represent

the grant date fair value

of stock options, calculated in

accordance with Accounting Standards

Update 718, “Compensation—Stock

Compensation (Topic 718).” For additional information,

see Notes 2 and 11 to our consolidated financial

statements included in the Original 10-K.

The assumptions used in calculating the

grant date fair value of the stock

options reported in this

table are set forth in the section of the Original 10-K titled “Management’s

Discussion and Analysis of Financial Condition and Results of

Operations— Critical Accounting Policies and Estimates—Stock-Based

Compensation.”

Ms. Ray joined the Company on October 1, 2023. For 2023,

Ms. Ray’s salary reflects a partial year of employment.

Dr. Palm resigned from the Company effective September 30, 2023.

For 2023, his salary represents payment from January

1, 2023 through that date.

Mr. Paula resigned from the Company effective November 3, 2023. For 2023, his salary

represents payment from January 1, 2023 through that

date.

(2)

The amount shown in this column for Ms. Ray reflects

the discretionary portion of her 2023 bonus, as described

under “—Bonuses” below.

Ms. Hu and Mr. Reese

did not receive

bonuses with respect

to services performed

for the fiscal

year ended December 31,

2023 because prior

to the board

of directors

or compensation committee determining

any bonuses for

that year they

informed the compensation committee

that they would

decline any bonus

the committee

might otherwise choose to award.

Ms. Hu was granted 73,928

options in lieu of a cash bonus

with respect to performance during

the fiscal year ended December 31,

2022. The amounts reported here

represent the grant date fair value of stock

options, calculated in accordance with Accounting

Standards Update 718, “Compensation—Stock

Compensation (Topic

718).” For additional information, see Notes 2 and 11

to our consolidated financial statements included in the Original 10-K.

The assumptions used in calculating

the grant date fair value of the stock options reported in this

table are set forth in the section of the Original 10-K titled “Management’s Discussion

and Analysis of

Financial Condition and

Results of Operations—

Critical Accounting Policies

and Estimates—Stock-Based

Compensation.” The amount

reported has been

amended

to reflect the correction

of an error

in the calculation

of grant date fair

value reported in

the Company’s definitive proxy

statement relating to

its 2023 annual meeting

of stockholders.

Dr. Palm’s and Mr.

Paula’s discretionary bonuses for services performed in 2022 were paid in 2023. Dr. Palm elected to defer payment of his 2022

bonus in return

for the opportunity to receive either (a) 1.25

times such amount in the event certain corporate

milestones were achieved in 2023 or (b) .75 times

such amount in the

event such milestones were not achieved. Because Dr. Palm left the Company before the end of 2023, he was paid .75 times the amount of the discretionary bonus

he earned for 2022, or $101,250, rather than the full $135,000

discretionary bonus he earned for his services performed in

2022.

(3)

The amounts reported here represent the grant date fair value of stock options, calculated in accordance with Accounting

Standards Update 718, “Compensation—

Stock Compensation

(Topic

718).” For

additional information,

see Notes

2 and

to our

consolidated financial

statements included

in the

Original 10-K.

The

assumptions

used

calculating

the

grant

date

fair

value

the

stock

options

reported

this

table

are

set

forth

the

section

the

Original

10-K

titled

“Management’s

Discussion

and

Analysis

Financial

Condition

and

Results

Operations—Critical

Accounting

Policies

and

Estimates—Stock-Based

Compensation.”

(4)

The amount reported in this column for Ms. Ray represents the

amount earned pursuant to our annual cash incentive awards program. See

“Narrative Disclosure to

Summary Compensation Table—Bonuses” below.

(5)

For Ms. Hu and Mr. Reese the amounts

shown represent the aggregate incremental cost of personal use of our corporate airplane. Aggregate incremental cost was

determined by taking the

variable costs to the

Company of owning and

operating the corporate airplane

in 2023 and

2022, as applicable, and

multiplying it by a

fraction which represents

the portion of

the usage of

the airplane in

those years that

was determined to

be personal use

by Ms. Hu

and Mr.

Reese. Occasionally

family members of

Ms. Hu and Mr. Reese

have accompanied them

on business travel

on our corporate

airplane, for which

we incurred

de minimis

incremental costs.

For Ms. Ray,

the amounts shown represent

the Company’s matching

contributions to a 401(k)

plan. For Mr.

Paula, the amounts shown

represent the Company’s

matching contributions to a retirement 401(k) plan and fees paid

to Mr. Paula pursuant to

his consulting arrangement described below. For

Dr. Palm, the amounts

shown represent the Company’s matching

contributions to a 401(k) plan.

Narrative Disclosure to Summary Compensation Table

The following describes the material elements of our compensation program for the fiscal year

ended December 31, 2023 as applicable

to our NEOs and

reflected in the Summary

Compensation Table

above. We

continue to evaluate our

executive compensation program

with the goal of aligning

executive compensation with stockholder

interests. As a result of

this evaluation, we expect

to make changes

to further enhance

our compensation practices,

and future changes

may differ in

several respects

from our historical

program as described

herein.

Base Salary

use base

salaries to

recognize the

experience, skills,

knowledge and

responsibilities required

for all

our employees,

including our

NEOs.

Base

salaries

are

determined

based

the

individual’s

responsibilities,

performance,

experience

and

what

determine

appropriate and necessary to retain key talent, taking into consideration

the other forms of compensation we provide.

During

2023

and

2022,

Ms. Hu’s

base

salary

was $400,000.

Ms.

Hu waived

her base

salary

beginning

October 1,

2023.

Mr.

Reese

elected to

receive a

grant of

options in

lieu of

his base

salary for

2023. Ms.

Ray’s

base salary

is set

forth in

her offer

letter,

and was

$430,000 in 2023, increasing to

$450,000 on January 1, 2024.

Dr. Palm’s base salary was $450,000 in 2023

and 2022. Dr. Palm resigned

from the

Company on

September 30, 2023.

Mr.

Paula’s

base salary is

set forth in

his offer

letter, described

in more

detail below,

and

was $375,000 in

2023 and $370,000

in 2022. Mr.

Paula resigned from

the Company on

November 5, 2023

and has been

retained as a

consultant through October 31, 2024. Mr.

Paula’s consulting agreement is described

below.

Bonuses

None of

our NEOs is

contractually entitled

to an annual

bonus or other

annual incentive compensation,

however, Ms.

Ray is, and

Dr.

Palm and Mr.

Paula were, eligible for

an annual cash bonus

targeted at 40% of

base salary under their

offer letters. In connection

with

their departures, Dr. Palm and Mr.

Paula were not, however, eligible to receive an annual

cash bonus for 2023.

Ms. Ray’s

2023 bonus opportunity

was prorated for

the portion of

the year she

was employed by

the Company and

was subject to the

Company’s achievement

of five equally-weighted corporate goals consisting of one regulatory goal,

two clinical goals, one intellectual

property development goal

and one corporate

culture goal. The

regulatory goal was

not achieved; the

two clinical goals were

partially

achieved; the intellectual property development goal was achieved; and

the corporate culture goal was achieved.

Based on the foregoing

achievement,

the

Compensation

Committee

approved

the

funding

the

corporate

bonus pool

65%

target.

The

Compensation

Committee further exercised its discretion

to approve funding at an

additional 10% of target and

delegated authority to the Company’s

CEO to allocate such additional funding to the bonus pool participants in her discretion. Ms.

Ray received a payout of 75% of her target

bonus amount, or $32,250 (65% of target based

on the Company’s achievement

of the corporate goals and an additional 10% allocated

to Ms. Ray in the CEO’s discretion). The portion of this amount attributable to the achievement

of the corporate goals is set forth in the

“Non-Equity Incentive

Plan Compensation”

column of

the Summary

Compensation Table

and the

portion of

this amount

awarded to

Ms. Ray in the discretion of the CEO is set forth in the “Bonus” column of the Summary

Compensation Table.

Prior to the board of directors or the compensation committee awarding them any cash

bonus for 2023, Ms. Hu and Mr. Reese informed

the compensation committee that they would decline any cash bonus the

compensation committee might choose to award.

Employee Benefits and Perquisites

Our

NEOs

are

eligible

to participate

our

health

and

welfare

plans

on the

same terms

and

conditions

as provided

to our

full-time

employees generally.

Additionally,

in 2023 and

2022, the Company

allowed our CEO

and Executive Chairman

to have limited

use of

the

corporate

plane

for

personal

travel,

the

costs of

which

were

considered

part

their

overall

compensation

package

from

the

Company and are disclosed in the Summary Compensation Table

above.

Retirement Benefits

We maintain

a 401(k) plan that

provides eligible U.S. employees

with an opportunity to

save for retirement on

a tax advantaged basis.

Beginning in 2022,

we offered to

match participant contributions

to their individual

accounts 100% up

to 4% of their

base salary.

Mr.

Paula

received

matching

contributions

$8,878.45

in 2022.

not

provide

deferred

compensation,

defined

benefit pension

nonqualified defined contribution benefits for our NEOs.

Employment Agreements

We currently

do not have a formal employment agreement or offer letter

with Ms. Hu or Mr. Reese.

provided

Ms.

Ray

with

offer

letter

connection

with

the

commencement

her

employment,

which

provides

for

at-will

employment and

sets forth an annual

base salary of

$430,000 through

December 31, 2023 increasing

to $450,000 on

January 1, 2024,

eligibility for an annual cash bonus targeted

at 40% of her base salary and an initial grant of stock

options with an aggregate grant date

value of

$357,850. For

more information

on such

grant, see

the table

below under

“Outstanding Equity

Awards

as of

December

31,

2023” and

its accompanying

footnote disclosure.

The offer

letter also

provides that

Ms. Ray

is eligible

to participate

in our

medical,

dental and vision plans.

provided

Dr.

Palm

with

offer

letter

connection

with

the

commencement

his

employment,

which

provided

for

at-will

employment and set forth his annual base salary of $450,000, eligibility for an annual cash bonus targeted at 40% of his base salary and

an initial

grant of

stock options

with an

aggregate grant

date value

of $2,276,442.

For more

information on

such grant,

see the

table

below under

“Outstanding Equity

Awards

as of

December 31, 2023”

and its

accompanying footnote

disclosure. The

offer

letter also

provided that Dr. Palm was eligible to

participate in our medical, dental and vision plans.

provided

Mr.

Paula

with

offer

letter

connection

with

the

commencement

his

employment,

which

provided

for

at-will

employment and set forth an annual base salary of $325,000 (which salary was increased to $370,000 in 2023), eligibility for an annual

cash bonus

targeted at

40% of

his base

salary and

a grant

of stock

options with

an aggregate

grant date

value of

$769,604. For

information

on such

grant, see

the table

below under

“Outstanding

Equity Awards

as of

December 31,

2023” and

its accompanying

footnote disclosure. The offer letter also provided that

Mr. Paula was eligible to participate in our medical,

dental and vision plans.

In connection with Mr.

Paula’s departure

in November 2023, we entered

into a consulting agreement

pursuant to which he

advises the

Company on legal, human

relations and governance matters

for up to

three hours per

month through October 31, 2024.

As consideration,

he is entitled to receive a retainer of $2,500 per month, payable on

the 15th of each month.

Repricing of Options

On February 26, 2024, our

board of directors created

a special committee (the “Special

Committee”) comprised of

George Hornig and

Gabrielle Toledano,

two disinterested

and independent

directors, to

consider a

potential repricing

of outstanding

options to

purchase

the

Company’s

Class

common

stock

and/or

Class

common

stock,

and

delegated

such

Special

Committee

the

full

powers, authority and discretion of the board of directors to review

and approve the terms and conditions of any potential repricing.

On March 8, 2024,

the Special Committee approved

a repricing of

certain outstanding options

to purchase shares

of Class A

common

stock and Class B common

stock (the “Repricing”) held by certain

of our employees, including our executive

officers, consultants and

officers as described

in more detail below.

On March 10, 2024, following

approval by the Special

Committee, Louis Reese, Blackfoot

Healthcare Ventures LLC, United Biomedical,

Inc. and Mei

Mei Hu,

together the holders

of a

majority in voting

power of the

outstanding

shares of

our common

stock (the

“Majority Stockholders”),

approved the

repricing of

Eligible Employee

Options (as

defined below)

that were granted

to certain employees,

including certain executive

officers, and

consultants under our

the Company’s

2021 Omnibus

Incentive Compensation

Plan (the

“2021 Omnibus

Plan”) and

the 2021

Stock Option

and Grant

Plan (the

“2021 Stock

Option Plan”)

(such options, the “Employee

Options”),

in accordance with the

2021 Omnibus Plan and

as described in more

detail below (the repricing

of such Eligible Employee Options granted under the 2021 Omnibus Plan,

the “2021 Omnibus Plan Repricing”).

The Repricing generally applied

to (a) underwater

options to purchase shares

of the Company’s Class

A common stock that

were granted

to employees (other than Mei

Mei Hu and Louis Reese),

including certain executive officers,

and consultants under the 2021

Omnibus

Plan and the 2021 Stock Option and Grant Plan (the “2021 Stock Option Plan” and, together with the 2021 Omnibus Plan,

the “Plans”)

(such

options,

the

“Eligible

Employee

Options”)

and

(b)

underwater

options

purchase

Class

common

stock

granted

pursuant to

stock option agreements

governed by

the terms of

the 2021 Stock

Option Plan

(the “Founder

Options” and,

together with

the Eligible Employee Options, the “Eligible Options”).

As of March 8, 2024 (with respect to the Employee Options issued under

the 2021 Stock Option Plan and the Founder Options) and

March 10, 2024 (with respect to the Employee Options issued under the 2021 Omnibus Plan) (as applicable, the “Repricing

Date”), the

Eligible Options

were immediately

repriced such

that the

exercise price

per share

for such

options was

reduced to

$0.70, the

closing

price of

the Company’s

Class A common

stock on the

Nasdaq Global

Market on

March 8, 2024, the

most recent closing

price

of the

Company’s

Class A common

stock prior

to the

Repricing, subject

to certain

retention and

other requirements

outlined below

and, in

the

case

Employee

Options

issued

under

the

2021

Omnibus

Plan,

the

expiration

the

20-day

period

following

the

filing

definitive Information Statement on Schedule 14C.

Holders of the

Eligible Employee Options

may not exercise

the Eligible Employee

Options at the

reduced exercise price

until the end

of a “Retention Period”

that begins on

the Repricing Date and

ends on the earlier

of: (a) December 31, 2024

and (b) a

Change of Control,

as defined

the 2021

Omnibus

Plan.

employee

or consultant

exercises

Eligible

Employee

Option

prior

to the

end

the

Retention Period, such employee or

consultant will be required to pay a premium

exercise price equal to the original exercise

price per

such

Eligible

Employee

Option.

Options

subject

the

Repricing

that

are

held

Mei

and

Louis

Reese

will

exercisable in accordance with their terms, and shares of Class B common

stock acquired upon exercise of such options will be subject

to a lock-up restriction

prohibiting sales for

a period of two

years from the

Repricing Date.

In addition, Mei Mei

Hu and Louis

Reese

will not be eligible to receive annual equity grants in 2024 and 2025.

The Special Committee approved the Repricing after multiple meetings,

careful consideration of various alternatives, a review of

other

applicable factors

and with

the advice

of the

Company’s

independent compensation

consultant. The

Special Committee

designed the

Repricing, with

the original exercise

price applicable

to the Employee

Options during the

Retention Period,

and the extended

holding

period

and

determination

not to

make

annual

grants

the

Founders

2024

and

2025,

provide

added

incentive

retain

and

motivate the Company’s employees and Founders to continue to work in the best

interests of the Company and its stockholders

without

incurring the stock dilution resulting from significant additional equity grants or significant additional cash

expenditures

resulting from

additional cash compensation. As of the date of approval of the Repricing,

nearly all of the stock options held by

continuing Company

employees were “underwater,” with exercise prices well above the current market price of the Company’s

Class

A common stock. The

Eligible Options previously had exercise prices ranging from $0.73

to $13.00 per share.

Long-Term

Incentive Awards

From time to time, we have granted stock options to our NEOs to purchase shares

of our Class A common stock, each with an exercise

price no less than the fair market value of a share of Class A common stock on the date of grant.

For

information

the

stock

options

granted

our

NEOs,

see

the

table

below

under

“Outstanding

Equity

Awards

December 31, 2023” and its accompanying footnote disclosure.

In the event an NEO terminates

employment for any reason, all

unvested stock options are forfeited.

In the event the termination

is for

“cause,” both vested and unvested stock options are forfeited.

Clawback Policy

As a public company,

if we are required to

restate our financial results due

to our material noncompliance

with any financial reporting

requirements under the federal securities laws as a result of

misconduct, the President and Chief Executive Officer

and Chief Financial

Officer may

be legally required

to reimburse our

Company for any

bonus or other

incentive-based or equity

-based compensation they

receive

accordance

with

the

provisions

section

304

the

Sarbanes-Oxley

Act

2002,

amended.

Additionally,

have

implemented a Dodd-Frank Act-compliant clawback policy,

as required by SEC rules.

Outstanding Equity Awards

as of December 31, 2023

The following

table presents

the outstanding

equity incentive

plan awards

held by

each named

executive officer

as of

December 31,

2023.

Option Awards

Name

Grant Date

Number of

Securities

Underlying

Unexercised

Options

Exercisable (#)

Number of

Securities

Underlying

Unexercised

Options

Unexercisable (#)

Number of

Securities

Underlying

Unexercised

Unearned Options

(#)

Option Exercise

Price Per Share

($)

Option Expiration

Date

Mei Mei Hu

03/28/2018

(1)

1,590,547

—

0.28

3/28/2028

01/26/2021

(2)

2,393,468

—

598,367

10.07

(9)

1/26/2026

01/26/2021

(3)

181,501

197,284

10.07

(9)

1/26/2031

03/07/2023

(4)

116,250

503,750

2.29

3/7/2033

03/07/2023

(5)

73,928

—

2.29

3/7/2033

Louis Reese

03/28/2018

(1)

2,346,547

—

0.28

3/28/2028

01/26/2021

(2)

2,393,468

—

598,367

10.07

(9)

1/26/2026

01/26/2021

(3)

181,501

197,284

10.07

(9)

1/26/2031

03/07/2023

(4)

116,250

503,750

2.29

3/7/2033

03/07/2023

(5)

61,607

—

2.29

3/7/2033

03/07/2023

(6)

301,188

—

2.29

3/7/2033

Sumita Ray

11/01/2023

(7)

—

425,000

1.17

(9)

11/1/2033

René Paula

01/25/2021

(8)

209,332

—

4.01

(9)

3/1/2031

11/11/2021

(8)

42,066

—

(9)

11/11/2031

03/07/2023

(8)

17,006

—

2.29

(9)

3/7/2033

___________________________

(1)

These time-based options

to purchase shares

of our Class A

common stock are

subject to a four-year

time-vesting period, with

25% vesting one

year after the

vesting

commencement date and the remainder vesting in

equal installments each month during remainder of the

vesting period subject to continued service. The

vesting

commencement date is January 1, 2018 for the options granted

to Ms. Hu and Mr. Reese.

(2)

These performance-vesting options

to purchase shares of

our Class B common

stock are subject to

performance-based conditions with

80% vesting upon the

closing

of our IPO and the

remaining 20% vesting

if the Class A

common stock maintains a

25% higher value than

the IPO offering price for

20 days out of any

consecutive

30-day period subject

to continued service

on the vesting

date. These options

were originally issued

by a predecessor

entity prior to

the Reorganization and

converted

to options to purchase our Class A common stock following the Reorganization. In August 2021, the Company canceled the options to purchase shares of Class A

common stock in exchange

for an equal number of

options to purchase shares of

Class B common stock.

The options expire on the

fifth anniversary of the grant

date. See

Note 11

“Equity Incentive

Plans” of

the consolidated

financial statements

in the

Original 10-K

for additional

information. Class

B common

stock is

convertible to Class A common stock on a one-for-one basis and

has no expiration date.

(3)

These time-based options to purchase shares of our Class B common

stock are subject to a four-year time-vesting period, with 25% vesting

one year after the grant

date and the remainder vesting in equal installments each month during remainder of

the vesting period subject to continued service. These options were originally

issued by a predecessor entity prior to

the Reorganization and converted to options to

purchase our Class A common stock

following the Reorganization. In August

2021, the Company canceled the

options to purchase shares of

Class A common stock

in exchange for an

equal number of options to

purchase shares of Class B

common stock. The options expire on the tenth anniversary of the grant

date. See Note 11 “Equity Incentive Plans”

of the consolidated financial statements in the

Original 10-K for additional information. Class B common

stock is convertible to Class A common stock on a one-for-one

basis and has no expiration date.

(4)

These time-vesting options to purchase

shares of our Class A common

stock are subject to a four-year time-vesting

period, with shares vesting ratably

on a monthly

basis over that time period.

(5)

These options to purchase shares of our Class A common stock were

granted in lieu of an annual cash bonus for the year 2022, and were fully vested at

the time of

grant.

(6)

These options to purchase shares of our Class A common

stock were granted to Mr. Reese in lieu of base salary for

the years 2022 and 2023.

They vested monthly

from January 1, 2023 through December 31, 2023.

(7)

These time-vesting options

to purchase shares

of our Class

A common stock

are subject to

a four-year

time-vesting period, with

25% vesting one

year after

the

vesting commencement date

and the remainder

vesting in equal

installments quarterly during

remainder of the

vesting period subject

to continued service.

The

vesting commencement date is October 1, 2023.

(8)

Mr. Paula transitioned from an employee to a consultant

on November 3, 2023, with an end

date as consultant of October 31, 2024.

His outstanding options ceased

vesting on November 3, 2023, and he will be eligible to exercise

them through 90 days after the completion of his

term as a consultant (i.e., January 31, 2025).

(9)

Pursuant to the Repricing, as of the Repricing Date, these

options were repriced such that the exercise price per

share for such options was reduced to $0.70.

Director Compensation

Our board

of directors has

approved a policy

providing for annual

non-employee director compensation.

Under this policy,

each non-

employee director

is eligible

to receive

cash and

equity compensation

for their

services on

our Board

of Directors.

Mei Mei

Hu, our

President and Chief Executive Officer,

and Louis Reese, our Executive Chairman,

are also members of the board

of directors, but they

did not receive any

additional compensation for service

as a director.

Peter Powchik,

MD was both a member of

the board of directors

and Executive Vice

President, Global Scientific Director

from October 1, 2023

through December 31, 2023 but

he did not receive any

additional compensation

for service

as a director

during this

period. In

addition, in

connection with

his becoming

an employee

of the

Company

and receiving

equity awards

in his

capacity as

an employee,

Dr.

Powchik forfeited

a portion

of his

annual director

equity

award for 2023. The

compensation earned by or paid

to Dr. Powchik

in his capacity as an

employee of the Company

is set forth in the

“All Other Compensation” column of the 2023 Director Compensation table below. The compensation earned by or paid to Ms. Hu and

Mr.

Reese as named

executive officers

of Vaxxinity

for the fiscal

year ended

December 31, 2023

is set forth

in this item

above under

“Executive Compensation—Summary Compensation Table.”

Each non-employee director is entitled

to receive an annual retainer of $40,000,

payable quarterly in arrears. Any

independent director

who joins or vacates the board of directors mid-year will receive a prorated annual cash retainer during the director’s year of service. In

addition, the

lead independent

director of

the board of

directors, committee

chairs and

committee members

are entitled to

receive the

following additional annual retainers, payable quarterly in arrears:

●

$25,000 for the lead independent director;

●

$20,000 for the chair of the audit committee;

●

$15,000 for the chair of the compensation committee;

●

$10,000 for the chair of the nominating and governance committee;

●

$10,000 for each other member of the audit committee;

●

$7,500 for each other member of the compensation committee; and

●

$5,000 for each other member of the nominating and governance committee.

Some of the directors serving on the board of directors in 2023 voluntarily agreed to waive their rights to cash

retainers for a portion of

their service during 2023 (see “2023 Director Compensation” below).

Each non-employee director continuing in service after each of our

annual stockholder meetings will automatically be granted a number

of stock options to purchase shares of our Class A common stock determined by

dividing $270,000 by the 50-day moving average price

of our Class A

common stock. Such annual grants will

vest on the earliest of

(1) the one-year anniversary of the

grant date (or applicable

service start date for any

director appointed between annual stockholder meetings), (2)

the following year’s annual stockholder meeting,

and (3) a

“change of control”

(as defined in

the 2021 Omnibus

Plan), in each

case, subject to

such non-employee director’s

continued

service in such capacity through the vesting date.

We intend to periodically evaluate the terms of compensation of our non-employee directors as part of our regular review of our overall

compensation strategy.

Stock options

granted to

our non-employee

directors under

the program

have an

exercise price

equal to

the fair

market value

of our

common stock on the date of grant and expire not later than ten years after

the date of grant.

2023 Director Compensation

The following table sets forth the compensation earned by our non-employee directors for their service on the board of directors

during

2023:

Fees Earned or

Paid in Cash

($)

(1)

Option Awards

($)

(2)

All Other

Compensation

($)

(3)

Total ($)

Name

Landon Ogilvie

66,468

204,153

—

270,611

Peter Diamandis

29,783

204,153

—

233,936

Peter Powchik

10,000

204,153

529,850

744,003

James Smith

45,833

204,153

—

249,986

Gabrielle Toledano

55,833

204,153

—

259,986

Katherine Eade

41,667

204,153

—

245,820

George Hornig

60,000

204,153

—

264,153

Gregory R. Blatt

—

___________________________

(1)

Mr. Blatt, Mr.

Chui, Dr. Diamandis and Dr.

Powchik voluntarily agreed to waive their rights to cash retainers for their board services during the first half of 2023.

Messrs. Blatt and Chui stepped down from the board on January

20, 2023 so received no cash retainers during 2023.

(2)

The amounts reported reflect the grant date fair value of stock options computed in accordance with ASC 718. We

provide information regarding the assumptions

used to calculate the

value of the option

awards in Note 14

to our consolidated financial statements

in the Original 10-K.

Any awards originally granted as

stock

options to purchase common shares

of UNS or COVAXX for service as a director of UNS

or COVAXX were terminated and substituted with an option to

purchase

shares of Class A common stock of Vaxxinity

in connection with the Reorganization. See Note 1 to our consolidated financial statements in the

Original 10-K for

additional information. In connection with the commencement of his service

as an employee, Dr. Powchik forfeited 95,336 of the 132,252 stock options granted to

him as part

of his annual

director equity award.

The following table

shows the aggregate number

of shares subject

to options held

by each of

our directors as

December 31, 2023:

Number of Class A Stock Options Held at Fiscal Year-

End

Peter Diamandis

1,093,190

George Hornig

329,492

Peter Powchik

(a)

845,103

Landon Ogilvie

132,252

James Smith

132,252

Gabrielle Toledano

132,252

(a)

Includes 584,744 options awarded to Dr. Powchik in his capacity as an employee of Vaxxinity.

(3)

The amount reported reflects

compensation for Dr. Powchik’s service

as an employee of

the Company in

2023, including $31,250

in base salary and

$498,600,

which reflects the grant date fair

value of stock options awarded to

Dr. Powchik computed in

accordance with ASC 718 using the

assumptions described in Note 14 to

our consolidated financial statements in the Original 10-K. Dr. Powchik did not receive

a cash bonus for 2023.

Item 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The following

table sets

forth information

relating to

the beneficial

ownership of

our Class

A Common

Stock and

Class B

Common

Stock as of April 15, 2024 for:

●

each person, or group of affiliated persons, known by us to beneficially

own more than 5% of our common stock outstanding;

●

each of our directors;

●

each of our named executive officers for 2023; and

●

all directors and executive officers as a group.

Except as

noted by

footnote, and

subject to

community property

laws where

applicable, based

on the

information provided

to us,

believe that the

persons and entities named

in the table

below have sole

voting and investment

power with respect

to all shares shown

as beneficially

owned by

them. The

beneficial ownership

percentages set

forth in

the table below

are based

on 112,873,552

shares of

Class A Common Stock and 13,874,132 shares of Class B Common Stock outstanding as of April 15, 2024. Unless otherwise indicated

by footnote below,

the address for each beneficial owner listed is c/o Vaxxinity,

Inc., 505 Odyssey Way,

Merritt Island, FL 32953.

Shares Beneficially Owned

(1)

Percentage of

Total Voting

Power**

Class A

Class B

No.

Name of Beneficial Owners

Directors and Executive Officers:

Mei Mei Hu

(2)

62,928,493

52.63%

14,557,063

87.90%

71.44%

Louis Reese

(3)

3,192,409

2.76%

6,348,980

39.03%

15.84%

Sumita Ray

—

Ulo Palm

—

René Paula Molina

(4)

268,404

—

Peter Diamandis

(5)

1,880,803

1.65%

1,099,915

7.93%

4.52%

George Hornig

(6)

174,489

—

Landon Ogilvie

(7)

165,202

—

James Smith

(8)

194,612

—

Gabrielle Toledano

(9)

132,352

—

All directors and executive officers as a group (9

persons)

(10)

65,514,983

54.08%

15,676,978

82.61%

64.56%

Five Percent Holders:

United Biomedical, Inc.

(11)

57,877,859

50.42%

—

22.24%

___________________________

Represents beneficial ownership or voting power, as applicable, of less than

one percent of our outstanding shares of common stock.

Represents the voting power with respect to all shares of our Class A common stock

and Class B common stock, voting as a single class. Each share of Class

A common stock will be entitled to one vote per share

and each share of Class B common stock will be

entitled to ten votes per share. Holders of our Class A common

stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required

by applicable law or our Charter.

(1)

Beneficial ownership is determined according to the rules of

the SEC, which generally provide that a

person has beneficial ownership of a

security if he, she or it

possesses sole or shared voting or investment power over that security. Under those

rules, beneficial ownership includes securities that the individual or entity has

the right to acquire, such

as through the exercise of

warrants or stock options or the

vesting of restricted stock units within

60 days. Shares subject to warrants

options that are

currently exercisable or

exercisable within 60

days or restricted

stock units that

vest within 60

days are considered

outstanding and beneficially

owned by the person

holding such warrants,

options or restricted

stock units for the

purpose of computing

the percentage ownership

of that person but

are not treated

as outstanding for the purpose of computing the percentage

ownership of any other person.

(2)

Consists of (i) 5,518,961

shares of Class B

common stock held by

Ms. Hu, (ii) 271,655

shares of Class A

common stock held by

Blackfoot Healthcare Ventures

LLC (“Blackfoot”), (iii) 4,212,495 shares of Class A common stock held by United Biomedical Inc., Asia (“UBIA”) over which Ms. Hu has shared voting power,

(iv) 1,858,225 shares

of Class

A common stock

subject to options

exercisable within 60

days of

April 15, 2024, (v)

2,709,122 shares of

Class B

common stock

subject to options exercisable within 60 days of April 15, 2024 and, without duplication, (vi) the shares of common stock subject to the Voting Agreement that are

disclosed under footnotes (3) and (11), pursuant to which Ms. Hu holds irrevocable proxies. Ms. Hu

and Mr. Reese are the sole shareholders of Blackfoot and may

therefore be deemed to beneficially own the securities held by Blackfoot. We

do not believe that the parties to these voting agreements constitute a “group” under

Section 13 of the Exchange Act, as Ms.

Hu exercises voting control over these shares. All of the

shares identified in this footnote are subject a Voting

Agreement

Except as set forth in this footnote, Ms. Hu has no voting or investment power over the securities beneficially owned by the other parties to the Voting

Agreement

and disclaims beneficial ownership of such securities.

(3)

Consists of (i) 17,500 shares of Class A common stock held by Mr.

Reese, (ii) 3,955,512 shares of Class B common stock held by Mr.

Reese, (iii) 271,655 shares

of Class A common stock held

by Blackfoot, (iv) 2,903,254 shares of

Class A common stock subject to

options exercisable within 60 days of

April 15, 2024 and

(v) 2,393,468 shares of Class B common stock subject to options exercisable within 60 days of April 15, 2024. Ms. Hu and Mr.

Reese are the sole shareholders of

Blackfoot and may

therefore be deemed

to beneficially own

the securities held

by Blackfoot. All

of the shares

identified in this

footnote are subject to

a Voting

Agreement. Except as

set forth in

this footnote, Mr. Reese

has no voting

or investment power

over the securities

beneficially owned by

the other parties

to the Voting

Agreement and disclaims beneficial ownership of such securities.

(4)

Consists of 268,404 shares of Class A common stock subject

to options exercisable within 60 days of April 15, 2024.

(6)

Consists of (i) 906,141 shares of Class A common stock held by Dr. Diamandis, (ii) 13,824 shares of Class A common stock held by the spouse of Dr. Diamandis,

(iii) 1,099,915 shares of Class B common stock and (iv) 960,838

shares of Class A common stock subject to options

exercisable within 60 days of April 15, 2024.

(7)

Consists of 32,850 shares of Class A common stock held by various members of Mr. Ogilvie’s family and for which Mr. Ogilvie has voting and investment power

and 132,352 shares of Class A common stock subject to

options exercisable within 60 days of April 15, 2024.

(8)

Consists of (i) 8,058 shares of Class A common stock held by Mr. Smith, (ii) 54,202 shares of Class A common stock held by IO Fund,

LLC for which Mr. Smith

shares voting and investment power and (iii) 132,352 shares of Class

A common stock subject to options exercisable within 60 days of

April 15, 2024. Mr. Smith

disclaims beneficial ownership of the securities held by IO

Fund, LLC except to the extent of his pecuniary interest therein.

(9)

Consists of 132,352 shares of Class A common stock subject

to options exercisable within 60 days of April 15, 2024.

(10)

In addition to

the directors and

named executive officers

included in this

table, also includes

securities beneficially

owned by Jason Pesile.

Consists of (i)

56,701,857

shares of Class A common stock,

(ii) 10,574,388 shares of Class B common

stock, (iii) 6,332,894 shares of Class A

common stock subject to options exercisable

within 60 days of April 15, (iv) 5,102,590

shares of Class B common stock

subject to options exercisable within

60 days of April 15, 2024 and (v)

1,928,020 shares

of Class A common

stock issuable upon the exercise of a warrant.

(11)

Consists of (i) 51,737,344 shares of Class

A common stock held by United Biomedical,

Inc. (“UBI”), (ii) 1,928,020 shares of Class A

common stock issuable upon

the exercise of the of a warrant owned by UBI and (iii)

4,212,495 shares of Class A common stock held by UBIA.

UBI is a majority shareholder in UBIA and may

be deemed to share voting and investment power over the securities held by UBIA. Ms.

Hu, Mr. Reese and Ms. Hu’s

father Nean Hu, together as a group, control

more than 50%

of the equity

interests of UBI,

and together hold

voting and investment

control of all

shares held by

UBI. Under the

so-called “rule of

three,” if

voting and dispositive decisions regarding an entity’s securities are made by

three or more individuals, and a voting or dispositive

decision requires the approval of

a majority of those

individuals, then none

of the individuals is

deemed a beneficial owner

of the entity’s securities. Each

of Ms. Hu, Mr. Reese and

Mr. Hu expressly

disclaim beneficial ownership

of such shares,

except to the

extent of their

respective pecuniary interest.

All of the

shares identified in

clauses (i) and

(ii) of this

footnote are subject to a Voting

Agreement. Except as set forth in this footnote, UBI

has no voting or investment power over

the securities beneficially owned by

the other parties to the Voting

Agreement and disclaims beneficial ownership of such securities. The mailing address of UBI is 2622 Commerce Street, Dallas TX

75226-1402.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table

summarizes certain information,

as of December 31, 2023,

relating to our equity

compensation plans, which

were

approved by the Company’s

stockholders. See Note 11

of the consolidated financial

statements in the Original

10-K for a summary

our equity compensation plan.

Equity Compensation Plan Information

Plan Category

Number of securities to be

issued upon exercise of

outstanding options, warrants

and rights(a)

Weighted-average

exercise

price of outstanding options,

warrants and rights(b)

Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities reflected

in column (a))(c)

Equity compensation plans

approved by security holders

24,051,782

(1)

5.03

6,266,663

(2)

Total

24,051,782

5.03

6,266,663

___________________________

(1)

Consists of outstanding

options for 15,561,307

shares of Class

A common stock,

200,000 restricted stock

units of

Class A common

stock and outstanding

options for 6,362,455 shares of Class

B stock, of which 11,389,851 Class A and 5,063,133

Class B options were exercisable, respectively.

The exercise price set forth in

this table does not give effect to the Repricing described above.

(2)

Consists of 6,266,663 shares reserved and remaining available for future awards under the 2021 Omnibus Plan and 2,300,000 shares reserved and remaining

available for

issuance under

the Vaxxinity,

Inc. 2021

Employee Stock

Purchase Plan.

The reserve

for the

2021 Omnibus

Plan automatically

increases each

year on

January 1st, beginning on January 1, 2023 and ending

(and including) January 1, 2030, by the

lesser of (i) 4% of the outstanding shares

of the Company’s common stock

on the immediately

preceding December 31, (ii)

the number of

shares determined

by the Compensation

Committee, if any

such determination

is made, and

(iii) the number

of shares underlying any awards granted during the preceding calendar

year, net of the shares underlying awards canceled or forfeited under the 2021 Omnibus Plan.

January 1, 2024, in accordance

with the automatic “evergreen”

provision of the 2021

Omnibus Plan, the maximum number

of shares that can

be issued under the

plan

was increased to 16,401,213.

Item 13.

Certain Relationships and Related Person Transactions,

and Director Independence

Policies and Procedures on Transactions

with Related Persons

The

board

directors

has

adopted

person

transaction

policy

writing

setting

forth

the

policies

and

procedures

for

the

identification, review, and approval or ratification of related person transactions. This policy covers,

with certain exceptions set forth in

the

policy

consistent

with

Item

404

Regulation

S-K

under

the

Securities

Act

1933,

amended

(the

“Securities

Act”),

any

transaction, arrangement or relationship, or any series of similar

transactions, arrangements or relationships, where the amount involved

will or

may be

expected to

exceed $100,000

and in

which we

were or

are to

be a

participant and

a related

person had

or will

have a

direct or indirect interest, including

purchases of goods or services by

or from the related person or

entities in which the related person

has

material

interest,

indebtedness

and

guarantees

indebtedness.

reviewing

and

approving

any

such

transactions,

the

audit

committee will consider

all relevant

facts and circumstances

as appropriate,

including, but

not limited to,

the business

reasons for

the

Company to enter into the transaction and the risks, costs and the availability

of other sources of comparable services or products.

Our Relationship with UBI

Our Vaxxine

Platform utilizes

a peptide

vaccine technology

first developed

by UBI

for animal

use and

subsequently refined

over the

last two decades.

UBI initiated the

development of this

technology for human

use; the business

focused on human use

was then separated

from UBI through two separate transactions: a spin-out from UBI in 2014

of operations focused on developing chronic disease product

candidates

that

resulted

UNS,

and

second spin-out from

UBI

2020

operations

focused

the

development

a COVID-

19 vaccine

that

resulted

COVAXX.

The

combination

UNS

and

COVAXX

March

2021

resulted

our

current

company,

Vaxxinity.

Ms.

and

Mr.

Reese

serve

the

executive

committee

UBI.

Ms.

Hu,

Mr.

Reese

and

Ms.

Hu’s

mother

and

father,

collectively hold voting and

investment control over

UBI. Following the spin-out transactions, UBI

continues to be

a commercial partner

for the Company and one of our principal stockholders.

As of April 15, 2024, UBI held

51,737,344 shares of our Class A common

stock, representing approximately 20.6% of

the total voting

power of our capital

stock, UBIA held 4,212,495

shares of our Class A common

stock, representing approximately

1.7% of the voting

power

our

capital

stock,

and

Dr. Wang

(UBI’s

founder

and

mother

Ms.

Hu) held

our

Class A

common

stock

and

3,299,744

shares of

our Class B

common

stock, representing

an aggregate

of approximately

13.1%

of the

total voting

power

of our

capital stock. UBI also

has a warrant to purchase

1,928,020 shares of our Class

A common stock. As of

April 15, 2024, 1,928,020 shares

of Class

A common

stock underlying

the UBI Warrant

are exercisable

at an exercise

price of

$12.45 per

share (subject

to adjustment

pursuant thereto),

and are not

subject to vesting.

The UBI Warrant

has a term

of five years.

Ms. Hu, Mr.

Reese, one of

their affiliates

and UBI

are also

party to

the Voting

Agreement providing

Ms. Hu with

the authority

(and irrevocable

proxies) to

vote the

shares of

capital

stock

held

by such

persons

her discretion

on all

matters

be voted

upon by

stockholders.

See

the section

below

entitled

“Voting

Agreement.”

Commercial Agreements

are

party

Platform

License

Agreement,

dated

August 5,

2021,

with

UBI

and

certain

its

affiliates

(collectively,

the

“Licensors”),

pursuant

which

Vaxxinity

obtained

worldwide,

sublicensable,

perpetual,

fully

paid-up,

royalty-free

license

under

certain patents and

know-how owned or

otherwise controlled by the

Licensors. We granted UBI the

UBI Warrant as partial consideration

for the license.

While we continue

to take steps to

separate our operations

from those of UBI

and currently anticipate

taking additional steps to

lessen

our dependence,

we still have

certain ongoing

commercial relationships

with UBI and

its affiliates for

the provision of

manufacturing

services. Total amounts due under these agreements as of December 31, 2023 were approximately $15.9 million, including $3.1 million

owed under an unsecured promissory note entered into with

UBI in October 2022, and $2.1 million owed under an additional

unsecured

promissory

note

entered

into

with

UBI

December

2023.

Total

service

fees

incurred

under

these

agreements

for

the

years

ended

December 31, 2023 and 2022 were approximately $0.6 million and $4.2

million, respectively.

For further information about these commercial agreements, please refer

to the Original 10-K.

Voting

Agreement

Our principal stockholders (Ms. Hu, Mr. Reese, one of their affiliates and UBI) entered into a voting agreement on October 1, 2021 (the

“Voting

Agreement”). We are not a party to the Voting

Agreement. The Voting

Agreement provides the proxyholder, Ms. Hu, with the

authority

(and

irrevocable

proxies)

direct

the

vote

and

vote

the

capital

stock

held

the

principal

stockholders

her

discretion on

all matters

to be

voted upon

by stockholders.

The Voting

Agreement does

not restrict

any of

the principal

stockholders

from transferring

any shares

of our

capital stock

and, if

any such

shares of

capital stock

are transferred,

there is no

obligation for

the

transferee to

join the

Voting

Agreement

(unless the

transferee is

a controlled

affiliate

or family

member (or

an entity

or trust

whose

beneficial owner or primary beneficiary is a family member) of one

of the parties to the Voting

Agreement).

Mr.

Reese

will

replace

Ms.

the

proxyholder

under

the

Voting

Agreement

upon

the

earliest

(i)

Ms.

Hu’s

death,

(ii)

determination by a

court that Ms. Hu

is permanently and

totally disabled (as determined

by a court of

competent jurisdiction) and

(iii)

six

months

after

the

later

Ms.

ceasing

(x)

Chief

Executive

Officer

and

(y)

Actively

Engaged

(as

defined

below)

(the

“Replacement Date”); provided

that the Replacement Date

will be the date on

which Ms. Hu ceases to

be Actively Engaged if

Ms. Hu

is not

then

Chief

Executive

Officer

and

Ms.

Hu ceases

Actively

Engaged

pursuant

clause (B)

of the

definition

of Actively

Engaged below. For purposes of

the Voting

Agreement, “Actively Engaged” means, on the date of determination, Ms. Hu (A) is then a

director of the

Company and (B) has

not sold, or

otherwise disposed for

pecuniary gain, shares

of Class B common

stock in excess

65% of the Class B common stock she held on the date of the Voting

Agreement.

The Voting

Agreement will

terminate upon

the earliest

to occur

of the

following: (i)

the liquidation,

dissolution or

winding up

of the

Company; (ii)

the execution

by the

Company of

a general

assignment for

the benefit

of creditors

or the

appointment of

a receiver

trustee to take possession of the

property and assets of the Company;

(iii) the unilateral decision of the then

current proxyholder (in such

person’s

sole discretion)

to terminate

the Voting

Agreement, subject

to a

30-day

notice period;

(iv) on

the Replacement

Date, if

Mr.

Reese is then (x) deceased, (y) determined by a court to be permanently and totally disabled or (z) not a director of the Company; or (v)

after the Replacement Date, upon the earliest to occur of Mr.

Reese’s death, permanent and

total disability (as determined by a court of

competent jurisdiction) or ceasing to be director of the Company.

Registration Rights

In connection with the IPO, we and certain of our existing stockholders entered into a

Registration Rights Agreement pursuant to which

certain holders

of our

capital stock

are entitled

to rights

with respect

to the

registration of

their shares

under the

Securities Act.

The

registration rights will terminate

upon the earlier of

(i) with respect to any

stockholder party thereto who

then holds less than

five percent

the

then-outstanding

common

stock

the

Company

such

time

after

the

completion

the

IPO

Rule

144

another

similar

exemption under the

Securities Act is available

for the sale of

all of such stockholder’s

shares without limitation

during a three-month

period

without

registration

and

(ii) four

years following

the completion

of the

IPO.

will generally

pay

the registration

expenses

(other than

underwriting discounts

and selling

commissions), including

the reasonable fees

and disbursements,

not to exceed

$50,000

of one counsel, of the holders of the securities registered pursuant to the registrations

described below.

S-1 Demand Registration Rights

Certain holders of Class A common

stock (including shares received upon

conversion of shares of Class B

common stock) are entitled

to certain Form S-1 demand registration rights. Beginning 180 days after the date of the final prospectus relating to the IPO, the holders

of a majority of the registrable securities then outstanding

may make a written request that we register the offer

and sale of their shares

registration

statement

on Form S-1. Such

request

for

registration

must

cover

least

30%

the

registrable

securities

then

outstanding. We

are obligated to effect only one such registration. If we determine that it would

be materially detrimental to us and our

stockholders

effect

such

demand

registration,

have

the

right

defer

such

registration,

not

than

once

any 12-

month period, for a period of up

to 120 days. In addition,

we are not required to

effect a demand registration during the

period beginning

60 days prior

to our good

faith estimate of

the date of

the filing and

ending on a

date 180 days

following the effectiveness of

a registration

statement initiated by us. In an underwritten public offering, the underwriters have the right, subject to specified conditions, to limit the

number of shares that such holders may include for registration.

S-3 Registration Rights

Certain holders of Class A common

stock (including shares received upon

conversion of shares of Class B

common stock) are entitled

to certain Form S-3 demand

registration rights.

The holders

of at

least 20%

of the

registrable securities

then outstanding

may make

written

request

that

the

offer

and

sale of

their shares

registration

statement

on Form S-3 if

are

eligible to

file

registration

statement on

Form S-3, so

long

as the

request

covers

securities the

anticipated

aggregate

offering

price

of which,

net of

underwriting

discounts,

selling

commissions

and

other

selling

expenses,

least

$3.0 million.

These

stockholders

may

make

unlimited number of requests for registration on Form S-3. However, we are not required

to effect a registration on Form S-3 if we have

effected two such registrations within the 12-month period preceding the date of the request. Additionally, if we determine that it would

be materially detrimental to

us and our stockholders to

effect such a registration,

we have the right

to defer such registration,

not more

than once in any 12-month period, for a period of up to 120 days.

Further, we are not required to effect a demand registration during the

period beginning 30 days

prior to our good faith

estimate of the filing

of and ending on a date

90 days following the

effectiveness of a

registration statement initiated by us. In an underwritten public offering, the underwriters have the right, subject to specified conditions,

to limit the number of shares that such holders may include for registration.

Piggyback Registration Rights

The Registration Rights Agreement

provides that if we propose to

our common stock under the Securities

Act, in connection with the public offering of such common stock, certain holders of Class A common stock (including shares received

upon conversion of

shares of Class B common

stock) will be entitled

to certain “piggyback” registration

rights allowing the holders

include their

shares in such

registration, subject

to certain marketing

and other limitations.

As a result,

whenever we

propose to file

registration statement under the Securities Act, other than with respect to (i) a registration related to the sale or grant of securities to our

employees or

a subsidiary’s

employees pursuant

to a

stock option,

stock purchase,

equity incentive

or similar

plan, (ii) a

registration

relating

SEC

Rule 145

transaction,

(iii) a

registration

any

registration

form

that

does

not

include

substantially

the

same

information

would

required

included

registration

statement

covering

the

sale

our

registrable

securities

(iv) a

registration in

which the

only common

stock being

offered is

common stock

issuable upon

conversion of

debt securities

that are

also

being registered, the holders of

these registrable securities are entitled

to notice of the registration

and have the right, subject to

certain

limitations, to include

their shares in

the registration. We

have the right

to terminate or

withdraw any registration

initiated pursuant to

such “piggyback registration”

rights described above

before the effective

date of such registration,

whether or not any

stockholder has

elected to include shares of their common stock in such registration. In an underwritten public offering, the underwriters

have the right,

subject to specified conditions, to limit the number of shares that such holders

may include for registration.

Our Relationship with Destination Systems

In December 2022, the Company

entered into an aircraft

management agreement with Destination Systems

for the Company’s corporate

jet. Mr.

Landon Ogilvie,

a member of

our board of

directors, is the

Chief Executive

Officer of

Destination Systems,

and our

board of

directors considered, among other things, this

arrangement in evaluating Mr. Ogilvie’s independence. Under the terms of the

agreement,

Destination Systems provides a

range of services,

including oversight of the

aircraft crew and

maintenance contractors, travel scheduling

and support,

FAA

liaison activities

and general

consulting advice

on an

as-needed basis.

During the

year ended

December 31, 2023,

Vaxxinity

paid Destination Systems $90,000, excluding pass-through costs.

Related Party Guaranty

In June 2020, COVAXX

entered into a

note payable agreement (the

“2025 Note”) for the

acquisition of an

airplane. The 2025 Note

secured by the airplane and personally guaranteed by Ms. Hu and Mr.

Reese.

Director Independence

The listing standards of Nasdaq

require that, subject to

specified exceptions, such as

those described above under

the subsection entitled,

“Controlled Company,”

a majority of

the members of

the board of

directors and each

member of a

listed company’s

audit committee,

compensation committee and

nominations committee be

independent and that audit

committee members and compensation

committee

members

also

satisfy

independence

criteria

set

forth

Rule 10A-3 under

the

Exchange

Act

and

the

Nasdaq’s

listing

standards,

respectively.

Under our Corporate

Governance Guidelines, an

independent director shall be

one who meets the

qualification requirements for

being

an independent director under applicable laws and regulations and requirements promulgated by the SEC and the corporate governance

listing standards of Nasdaq, including the requirement that the board of directors have affirmatively

determined that the director has no

relationship which, in

the opinion of

the board of directors,

would interfere with

the exercise of

such director’s

independent judgment

in carrying out the responsibilities of a director.

The

board

of directors

has

undertaken

review

its

composition,

the

composition

its committees

and

the

independence

our

directors and

considered whether

any director

has a

material relationship

with us

that could

compromise his

or her

ability to

exercise

independent judgment in carrying out his or her responsibilities. Based upon information

requested from and provided by each director

concerning his

or her

background, employment

and affiliations,

including family

relationships, the

board of

directors has

determined

that each of

Dr.

Diamandis, Mr.

Hornig, Mr.

Ogilvie, Mr.

Smith and Ms.

Toledano

is “independent” under

the Nasdaq’s

listing rules.

addition,

the

board

directors

previously

determined

that

Mr.

Blatt,

who

served

director

during

portion

2023,

was

“independent” under the Nasdaq’s

listing rules.

Item 14.

Principal Accountant Fees and Services

Audit, Audit-Related, Tax

and All Other Fees

The following

table sets forth

the aggregate

fees billed to

us by Forvi

s, LLP,

our independent registered

public accounting

firm

(1)

, for

the fiscal year ended December 31, 2023:

Year

Ended

December 31, 2023

Audit Fees

(2)

259,187

Total

259,187

___________________________

(1)

On September 27, 2023 Armanino LLP resigned as the

Company’s auditor, and the Company appointed Forvis LLP as the Company’s new auditor.

(2)

Audit fees consist of fees for the audit of our annual

financial statements and the review of our interim financial

statements.

Auditor Independence

In 2023, there were no other professional services provided by

Forvis, LLP,

other than those listed above, that would have required the

audit committee to consider their compatibility with maintaining the

independence of Forvis, LLP.

Pre-Approval Policies and Procedures

The above-described services

provided to us by

Forvis,

LLP were provided in

accordance with the policies and

procedures set forth in

the formal written charter for the audit committee. The charter for the audit committee requires that the audit committee pre-approve all

audit services to

be provided to

us, whether provided

by our principal

auditor or other

firms, and all

other services (review,

attest and

non-audit) to be provided to us by our independent registered public accounting

firm.

On an annual

basis, the audit committee

reviews with the

independent registered accounting

firm and management

the plan and

scope

the

auditor’s

proposed

annual

financial

audit

and

quarterly

reviews,

including

the

procedures

used

and

the

auditor’s

compensation.

The

audit

committee

also

pre-approves

audit,

non-audit,

and

any

other

services

provided

the

auditor

accordance with any policies adopted by the audit committee.

Part IV

Item 15.

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

No financial

statement or

supplemental data

are filed

with this

Amendment to

Annual Report

on Form

10-K. See

Index to

Financial

Statements and Supplemental Data of the Original 10-K.

(a)(2) Financial Statement Schedule

All

schedules

are

omitted

for

the

reason

that

they

are

not

required

the

information

otherwise

supplied

Item

“Financial

Statements and Supplementary Data” in the Original 10-K.

(a)(3) Exhibits

The

exhibits

required

filed

part

this

report

are

listed

the

Exhibit

List

attached

hereto

and

are

incorporated

herein

reference.

Exhibit No.

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed

Herewith

3.1

Amended and Restated Certificate of

Incorporation of Vaxxinity,

Inc.

8-K

001-41058

3.1

November 17, 2021

3.2

Amended and Restated Bylaws of Vaxxinity,

Inc.

8-K

001-41058

3.2

November 5, 2021

4.1

Warrant to Purchase Shares of Class A

Common Stock of Vaxxinity, Inc.

S-1/A

333-260163

4.1

November 5, 2021

4.2

Description of Registered Securities

10-K

001-41058

4.2

March 27, 2024

10.1

Form of Indemnification Agreement between

Vaxxinity, Inc. and each of its directors and

executive officers

S-1

333-260163

10.1

October 8, 2021

10.2

Registration Rights Agreement

8-K

001,41058

10.2

November 17, 2021

10.3*

Voting Agreement, dated as of October 1,

2021, among Mei Mei Hu, Louis Reese,

Blackfoot Healthcare Ventures LLC and

United Biomedical, Inc.

S-1

333-260163

10.3

October 8, 2021

10.4*

Platform License Agreement, dated as of

August 5, 2021, among Vaxxinity, Inc.

United Biomedical, Inc., IBI IP Holdings and

UBI US Holdings, LLC

S-1

333-260163

10.4

October 8, 2021

10.5†

United Neuroscience 2017 Share Option and

Grant Plan

S-1

333-260163

10.5

October 8, 2021

10.6†

C19 Corp. 2020 Stock Option and Grant Plan

S-1

333-260163

10.6

October 8, 2021

10.7†

Vaxxinity, Inc. 2021 Stock Option and Grant

Plan

S-1

333-260163

10.7

October 8, 2021

10.8†

Vaxxinity, Inc. 2021 Omnibus Incentive

Compensation Plan

S-1/A

333-260163

10.9

November 5, 2021

10.9†

Vaxxinity, Inc. 2021 Employee Stock

Purchase Plan

S-1/A

333-260163

10.9

November 5, 2021

Exhibit No.

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed

Herewith

10.10†

Form of Incentive Stock Option Grant Notice

under the 2021 Stock Option and Grant Plan

S-1/A

001-260163

10.11

November 5, 2021

10.11†

Form of Non-Qualified Stock Option Grant

Notice under the 2021 Stock Option and

Grant Plan

S-1/A

001-260163

10.12

November 5, 2021

10.12†

Form of Restricted Stock Award Notice

under the 2021 Stock Option and Grant Plan

S-1/A

001-260163

10.13

November 5, 2021

10.13†

Form of Notice of Stock Option Award 2021

Omnibus Incentive Compensation Plan

S-1/A

001-260163

10.14

November 5, 2021

10.14††

Form of Notice of Restricted Stock Unit

Award 2021 Omnibus Incentive

Compensation Plan

S-1/A

001-260163

10.15

November 5, 2021

10.15

Open Market Sale Agreement, dated as of

August 9, 2023, between Vaxdxinity, Inc. and

Jefferies LLC

S-3

333-273822

1.2

August 9, 2023

21.1

List of Subsidiaries

10-K

001-41058

21.1

March 27, 2024

23.1

Consent of Independent Registered Public

Accounting Firm (Forvis, LLP)

10-K

001-41058

21.1

March 27, 2024

23.2

Consent of Independent Registered Public

Accounting Firm (Armanino LLP)

10-K

001-41058

21.2

March 27, 2024

24.1

Power of Attorney (included on the Signature

page of this Annual Report on Form 10-K)

31.1

Certification of Principal Executive Officer

pursuant to Section 302 of Sarbanes-Oxley

Act of 2002

10-K

001-41058

31.1

March 27, 2024

31.2

Certification of Principal Financial Officer

pursuant to Section 302 of Sarbanes-Oxley

Act of 2002

10-K

001-41058

31.2

March 27, 2024

31.3

Certification of Chief Executive Officer

(Principal Executive Officer) pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

31.4

Certification of Chief Financial Officer

(Principal Financial Officer) pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

32.1**

Certification of Chief Executive Officer

(Principal Executive Officer) and Chief

Financial Officer (Principal Financial

Officer) pursuant to Section 906 of Sarbanes-

Oxley Act of 2002

10-K

001-41058

32.1

March 27, 2024

97.1

Vaxxinity, Inc. Compensation Recoupment

Policy

10-K

001-41058

32.1

March 27, 2024

101.INS

Inline XBRL Instance Document

Exhibit No.

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed

Herewith

101.SCH

Inline XBRL Taxonomy

Extension Schema

Document

101.CAL

Inline XBRL Taxonomy

Extension

Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy

Extension Definition

Linkbase Document

101.LAB

Inline XBRL Taxonomy

Extension Label

Linkbase Document

101.PRE

Inline XBRL Taxonomy

Extension

Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101)

†

Indicates management contract or compensatory plan or arrangement.

Certain portions of

this exhibit (indicated

by asterisks) have been

omitted because they

are both not material

and are the type

that

the Registrant treats as private or confidential.

These certifications

are being

furnished solely

to accompany

this annual

report pursuant

to 18

U.S.C. Section

1350, and

are not

being filed for purposes of Section

18 of the Securities Exchange Act

of 1934 and are not to be incorporated

by reference into any

filing of the registrant, whether

made before or after the

date hereof, regardless of any

general incorporation language in such filing.

The

agreements

and

other

documents

filed

exhibits

this

Annual

Report

Form

10-K

are

not

intended

provide

factual

information or other

disclosure other than

with respect to

the terms of

the agreements or

SEC Form 10-K/A filed by Vaxxinity Inc. (Amendment)