8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2024

VAXCYTE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39323

46-4233385

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


825 Industrial Road
Suite 300 San Carlos, California		94070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 837-0111

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

PCVX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 8.01.

Other Events

Underwriting Agreement

On January 30, 2024, Vaxcyte, Inc. (“Vaxcyte”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC, Leerink Partners LLC and Evercore Group L.L.C. as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 10,937,500 shares of its common stock, par value $0.001 per share, at a price to the public of $64.00 per share, and pre-funded warrants to purchase 781,250 shares of its common stock at a price to the public of $63.999 per pre-funded warrant, which is the price per share at which shares of common stock are being sold to the public in the Offering, minus $0.001. The exercise price of each pre-funded warrant will equal $0.001 per share and each pre-funded warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership limitation. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the shares of common stock from Vaxcyte at a price of $60.64 per share and the pre-funded warrants at a price of $60.639 per pre-funded warrant. Vaxcyte also granted the Underwriters a 30-day option to purchase up to an additional 1,757,812 shares of common stock from Vaxcyte. All of the shares and pre-funded warrants in the Offering are being sold by Vaxcyte.

On January 31, 2024, the Underwriters notified Vaxcyte of their intent to exercise their option to purchase the additional shares in full. The net proceeds to Vaxcyte from the Offering, including the exercise by the Underwriters of their 30-day option to purchase additional shares, is expected to be $816.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by Vaxcyte. The closing of the Offering is expected to occur on or about February 2, 2024, subject to satisfaction of customary closing conditions.

The Offering is being made pursuant to Vaxcyte’s effective registration statement on Form S-3 (Registration Statement No. 333-257622), as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.

The Underwriting Agreement contains customary representations, warranties and covenants by Vaxcyte, customary conditions to closing, indemnification obligations of Vaxcyte and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and the form of pre-funded warrant is filed as Exhibit 4.1 hereto. The foregoing descriptions of the terms of the Underwriting Agreement and the pre-funded warrants are qualified in their entirety by reference to such exhibits hereto. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

1.1		Underwriting Agreement, dated January 30, 2024

4.1		Form of Pre-Funded Warrant

5.1		Opinion of Cooley LLP

23.1		Consent of Cooley LLP (contained in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	VAXCYTE, INC.

Date: January 31, 2024	By:	/s/ Andrew Guggenhime
		Andrew Guggenhime
		President and Chief Financial Officer