vaxxpre14c

PRE 14C 1 vaxxpre14c.htm FORM PRE 14C vaxxpre14c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

(RULE 14c-101)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

☑

Preliminary Information Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14c

-5(d)(2))

☐

Definitive Information Statement

VAXXINITY

INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☑

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b)

of Schedule 14A (17 CFR 240.14a-101) per Item 1

of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

PRELIMINARY INFORMATION

STATEMENT

– SUBJECT TO COMPLETION DATED

APRIL [●],

2024

VAXXINITY

INC.

505 Odyssey Way

Merritt Island, FL 32953

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

Dear Stockholders:

This Notice and the accompanying

Information Statement are being

furnished to the stockholders of

Vaxxinity,

Inc.,

Delaware

corporation

(“Vaxxinity

,” the

“Company,”

“we,” “us,”

“our”),

to notify

stockholders

the actions

taken on

March 8, 2024

by a

Special Committee

of the

Company’s

Board of

Directors and

on March 10,

2024 (the

“Repricing Date”) by the written consent of certain stockholders holding a majority of the voting power of the capital

stock of the Company entitled to vote on the matter (the “Majority Stockholders”), approving a one-time stock option

repricing

outstanding

Eligible

Employee

Options

(as

such

term

defined

the

accompanying

Information

Statement) granted

under Company’s

2021 Omnibus

Incentive Compensation

Plan (the

“2021 Omnibus

Plan”) and

held by certain employees of the Company,

including certain of the Company’s executive officers,

and consultants of

the Company (the “2021 Omnibus Plan Repricing”).

Pursuant

the

2021

Omnibus

Plan

Repricing,

the

exercise

price

each

outstanding

Eligible

Employee

Option

granted under the

2021 Omnibus Plan

was amended to

reduce such exercise

price to $0.70

per share, which

was the

closing price of

a share of

the Company’s Class A

Common Stock, par

value $0.0001 per

share (the “Class

A Common

Stock”),

on the

Nasdaq Global

Market

the most

recent

trading

day

prior

the Repricing

Date.

Holders

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 in the 2021 Omnibus Plan.

The

2021

Omnibus

Plan

Repricing

subject

the

expiration

the

20-day

period

following

the

filing

this

Information Statement (the date

of the expiration of such 20-day

period, the “Effective Date”).

The Effective Date is

currently

expected

about

[DATE],

2024.

Participation

the

2021

Omnibus

Plan

Repricing

was

not

voluntary

or discretionary.

Accordingly,

the

exercise

price

each

outstanding

Eligible

Employee

Option

granted

under the 2021 Omnibus Plan

was automatically amended on

the Repricing Date, without any

action required by the

holder thereof.

As the

matters set

forth in

this Notice

and the

accompanying Information

Statement have

been duly

authorized and

approved

the

Majority

Stockholders,

your

consent

not

requested

required

approve

these

matters.

The

accompanying Information Statement

is provided solely

for your

information, and also

serves the

purpose of informing

stockholders

of the

matters

described

herein pursuant

to Section

14(c) of

the Securities

Exchange

Act of

1934,

amended,

and

the

rules and

regulations

prescribed

thereunder,

including

Regulation

14C, and

serves

as the

notice

required

Section

228

the

Delaware

General

Corporation

Law

the

taking

corporate

action

without

meeting by less

than unanimous

written consent of

our stockholders.

You

do not need

to do anything

in response to

this Notice and the accompanying Information Statement.

WE ARE

NOT

ASKING

YOU

FOR

A PROXY

AND

YOU

ARE REQUESTED

NOT

SEND

PROXY.

Sincerely,

Sumita Ray

Chief Legal, Compliance & Administrative Officer and Corporate Secretary

TABLE OF CONTENTS

INFORMATION

STATEMENT ................................................................

................................................................

...

APPROVAL

OF THE OPTION REPRICING PROGRAM ................................................................

.........................

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT ................................

EXECUTIVE COMPENSATION ................................................................

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

DIRECTOR COMPENSATION ................................

................................................................

.................................

WHERE YOU CAN FIND ADDITIONAL INFORMATION

................................................................

...................

OTHER MATTERS ................................

................................................................

.................................................... 21

INFORMATION

STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

General

Vaxxinity

Inc.,

Delaware

corporation

(“Vaxxinity

,”

the

“Company,”

“we,”

“us,”

“our”),

sending

you

this

Information Statement solely for the purpose of informing

our stockholders as of the record date, March 10, 2024,

actions taken

by our

stockholders by

less than

unanimous written

consent in

lieu of

a meeting

of stockholders.

action is requested or required on your part.

This

Information

Statement

first

being

distributed

Vaxxinity

stockholders

about

[DATE],

2024.

The

Company’s principal executive offices are located at 505 Odyssey

Way,

Merritt Island, FL 32953,

and the Company’s

telephone number is (254) 244-5739.

Safe Harbor Statement

Certain statements contained herein, regarding

matters that are not

historical facts, may be

forward-looking statements

(as

defined

the

Private

Securities

Litigation

Reform

Act

1995).

Such

forward-looking

statements

include

statements regarding management’s intentions,

plans, beliefs, expectations or forecasts for the future, including those

relating

the

implementation

the

Repricing

(as

defined

below).

The

reader

cautioned

not

rely

these

forward-looking statements. These

forward-looking statements are

based on current

expectations of future

events. If

the underlying

assumptions prove

inaccurate or

known or

unknown risks

or uncertainties

materialize, actual

results

could

vary materially

from the

expectations

and projections

of the

Company.

These risks

and

uncertainties can

found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as supplemented

any

subsequently

filed

Quarterly

Reports

Form

10-Q.

Copies

these

filings

are

available

online

www.sec.gov,

ir.vaxxinity.com or by request

from the Company.

Forward-looking statements included

herein speak

only as of the date

hereof, and we undertake no obligation

to revise or update such statements

to reflect the occurrence

of events or circumstances after the date hereof.

Summary of the Corporate Actions

On February 26,

2024, the

Board of

Directors of

the Company

(“Board”) created

a special

committee of

the Board

(the

“Special

Committee”)

comprising

George

Hornig

and

Gabrielle

Toledano,

two

disinterested

and

independent

directors,

consider

potential

repricing

outstanding

options

purchase

the

Company’s

Class

Common Stock, par

value $0.0001 per

share (“Class A Common

Stock”), and/or Class

B Common Stock,

par value

$0.0001

per share

(“Class B

Common

Stock”

and, together,

the “Common

Stock”),

and delegated

to such

Special

Committee the full

powers, authority

and discretion of

the Board 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

described

detail

below.

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) granted to certain

employees,

including

certain

executive

officers,

and

consultants

under

the

Company’s

2021

Omnibus

Incentive

Compensation Plan (the “2021 Omnibus Plan”), in accordance with the 2021 Omnibus Plan and as described in more

detail

below

(the

repricing

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

employees

(other

than

the

Founders

(as

defined

below)),

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 to purchase shares

of Class B Common Stock granted pursuant

to stock option agreements

governed by the terms of

the 2021 Stock Option Plan

(the “Class B Options”

and, together with the Eligible

Employee

Options, the “Eligible Options”).

As of

March 8, 2024

(with respect

to the

repricing of

(a) options

to purchase

shares of

the Class A

Common Stock

that were

granted to

employees other

than the

Founders and

consultants under

the 2021

Stock Option

Plan and

(b)

options to

purchase shares

of Class B

Common Stock

granted pursuant

to stock

option agreements

governed by

the

terms of

the 2021

Stock Option

Plan) and

March 10, 2024

(with respect

to the

2021 Omnibus

Plan Repricing)

(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 Class

A Common Stock on

the Nasdaq Global

Market

on most

recent trading

day prior

to the

Repricing Date,

subject to

certain retention

and other

requirements outlined

below and, in the case of Eligible

Employee Options granted under the 2021

Omnibus Plan, the expiration of the 20-

day period following the filing of this Information Statement.

Holders of

the Eligible

Employee Options

may not

exercise the

Eligible Employee

Options at

the reduced

exercise

price

until

the

end

“Retention

Period”

that

begins

the

Repricing

Date

and

ends

the

earlier

of:

(a)

December 31, 2024 and (b) a Change of Control, as defined in the 2021 Omnibus Plan.

If an employee or consultant

exercises an Eligible

Employee Option prior

to the end of the

Retention Period, such

employee or consultant

will be

required

to pay

a premium

exercise price

equal

to the

original

exercise

price

per share

of such

Eligible

Employee

Option.

Options subject

to the

Repricing held

by Mei

Mei Hu,

the Company’s

Chief Executive

Officer,

and Louis

Reese, the

Company’s

Executive Chairman

(together,

the “Founders”),

will be

exercisable in

accordance with

their

terms,

and

Class

common

stock

acquired

upon

exercise

such

options

will

subject

lock-up

restriction prohibiting sales

for a period of

two years from the

Repricing Date.

In addition, the Founders

will not be

eligible to receive annual equity grants in 2024 and 2025.

Voting

and Vote

Required

The Company has obtained

stockholder approval for the

2021 Omnibus Plan

Repricing,

consistent with Nasdaq listing

rules (“Nasdaq Rules”)

and the

terms of the

2021 Omnibus Plan.

In accordance with

the Delaware

General Corporation

Law

(the

“DGCL”),

the

Company’s

Amended

and

Restated

Bylaws

and

Nasdaq

Rules,

the

2021

Omnibus

Plan

Repricing may be approved, without a meeting of stockholders, by the written

consent of stockholders representing a

majority of

the voting

power of

the capital

stock entitled

to vote

on the

matter.

Such approval

was received

by the

Company from

the Majority

Stockholders

by written

consent dated

March 10, 2024.

As of

such date,

the Company

had 112,872,672 shares of Class A Common Stock and 13,874,132 shares of Class B

Common Stock outstanding and

entitled to vote.

Each share of

Class A Common

Stock is entitled

to one vote

per share. Each

share of Class

B Common

Stock is entitled to ten votes per share. The written

consent was executed by the Majority Stockholders,

as the holders

of approximately

64.4% of

the outstanding

voting power

of the

Common Stock

of the

Company.

Accordingly,

the

written

consent

was executed

stockholders

holding

sufficient

voting

power

approve the

2021

Omnibus

Plan

Repricing

written

consent,

further

stockholder

action

required

and

the

Company

not

seeking

consent,

authorizations or proxies from you.

The DGCL does not provide appraisal rights with respect to the 2021 Omnibus

Plan Repricing.

Notice Pursuant to Delaware General Corporation Law

Pursuant to Section

228(e) of the

DGCL, the Company

is required to

provide prompt notice

of the taking

of a corporate

action

written

consent

the

Company’s

stockholders

who

have

not

consented

writing

such

action.

This

Information Statement serves as the required notice.

APPROVAL

OF THE OPTION REPRICING PROGRAM

On March 8, 2024, the Special Committee approved the Repricing, and recommended that the Majority Stockholders

approve

the 2021

Omnibus

Plan Repricing

March 10, 202

4, the

Majority

Stockholders

took

action

written

consent to approve the 2021 Omnibus Plan Repricing.

Introduction

Our

employees,

officers,

directors,

and

consultants

and

advisors and

our

affiliates

were

eligible

receive

awards

under

our

2021

Stock Option

Plan.

connection

with

our initial

public

offering,

our

Board

and

our

stockholders

approved

the

2021

Omnibus

Plan,

pursuant

which

equity-based

and

cash

incentive

awards

may

granted

current, former

or prospective

directors, officers,

employees and

consultants.

Our 2021

Omnibus Plan

replaced our

2021 Stock

Option Plan,

as our

Board has

determined not

to make

additional awards

under our

2021 Stock

Option

Plan following the effectiveness of our 2021 Omnibus

Plan.

However, the terms of our 2021 Stock Option Plan continue to govern outstanding equity awards granted thereunder,

including

the Eligible

Employee

Options

granted

under the

2021

Stock Option

Plan. The

terms of

the 2021

Stock

Option

Plan

also

govern

certain

agreements

with

the

Founders

relating

options

purchase

Class

Common Stock, which options are Eligible Options. Under the terms of the 2021

Stock Option Plan, a repricing may

approved

our

Board

(or

committee

our

Board

under

delegated

authority).

Accordingly,

stockholder

approval was required for the repricing of 1,938,544 Eligible Employee Options

to purchase Class A Common Stock

granted

employees,

including

certain

executive

officers,

and

consultants

under

the 2021

Stock Option

Plan

and

6,362,455 Eligible Options

to purchase Class B

Common Stock granted

to the Founders under

agreements governed

by the 2021 Stock Option Plan.

The

Company

has

granted

stock

options

under

the

Plans

consistent

with

the

view

that

stock-based

incentive

compensation

opportunities

play

key

role

the

Company’s

ability

recruit,

motivate

and

retain

qualified

individuals. The Company

believes that equity

compensation encourages employees

to work toward

the Company’s

success and aligns their interests with those of

the Company’s stockholders by providing them with a means by which

they can benefit from increasing the value of the Company’s

stock.

Over

the

past

two

years,

the

price

the

Class

Common

Stock

has

declined

significantly,

and

the

Repricing

Date,

nearly

all

the

stock

options

held

Company

employees,

officers

and

consultants

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 $0.85 to $13.00 per share. As of the Repricing Date, the

closing price of our Class A Common Stock was $0.70

per share, whereas the weighted average exercise price

of the

Eligible Options was $7.64 per share. The weighted average exercise price

of the Eligible Employee Options granted

under the

2021 Omnibus

Plan was

$3.79

per share.

The weighted

average exercise

price of

the Eligible

Employee

Options to purchase Class A Common Stock under the 2021 Stock Plan was $3.21 per share and the exercise price of

the Eligible Options

to purchase Class B Common

Stock was $10.07

per share. Although

the Company continues

believe

that

stock

options

are

important

component

the

Company’s

compensation

program,

prior

the

Repricing, the underwater stock options may have been perceived by their holders as having little or no incentive and

retention effect due to the difference between

the former exercise prices and the then-current stock price.

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

the

Eligible

Employee

Options during the Retention Period, and the extended holding period and determination not to make annual grants to

the Founders

in 2024

and 2025,

in each

case as

described in

detail below,

to provide

added incentive

to 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

significant

additional cash expenditures resulting from additional cash compensation.

Summary of the Material Terms

of the Repricing

The Repricing generally applied to (a) the Eligible Employee Options and

(b) the Class B Options.

Pursuant

the Repricing,

as of

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 Class

A Common

Stock on

the

Nasdaq Global Market on the most recent trading day preceding the Repricing Date, subject

to the retention and other

requirements outlined below and, in the case of Eligible

Employee Options issued under the 2021 Omnibus Plan, the

expiration of the 20-day period following the filing of this Information

Statement.

Holders of

the Eligible

Employee Options

may not

exercise the

Eligible Employee

Options at

the reduced

exercise

price

until

the

end

“Retention

Period”

that

begins

the

Repricing

Date

and

ends

the

earlier

of:

(a)

December 31, 2024 and (b)

a Change of Control, as defined

in the 2021 Omnibus Plan.

If an employee or consultant

exercises an Eligible

Employee Option prior

to the end of the

Retention Period, such

employee or consultant

will be

required

to pay

a premium

exercise price

equal

to the

original

exercise

price

per share

of such

Eligible

Employee

Option.

Options subject to the Repricing held by the Founders will be exercisable in accordance with their terms and

Class

common

stock

acquired

upon

exercise

such

options

will

subject

lock-up

restriction

prohibiting sales for

a period of two

years from the Repricing

Date.

In addition, the Founders

will not be eligible

receive annual equity grants in 2024 and 2025.

Participation in the Repricing was not voluntary or discretionary.

Accordingly, the exercise price of

each outstanding

Eligible Option was automatically amended, without any action required by

the holder thereof.

As of March 10, 2024, an

aggregate of 5,113,654 stock options to

purchase shares of our Class

A Common Stock with

a weighted average

exercise price of $3.24

per share were outstanding

under the 2021 Omnibus

Plan and held by

employees,

consultants and directors. Of

these options, 1,938,544

(approximately 37.9%) held

by 46 employees and

consultants,

were Eligible

Employee Options

and were

eligible for

amendment pursuant

to the

2021 Omnibus

Plan

Repricing. These Eligible

Employee Options previously

had exercise prices

ranging from $0.85 to

$13.00 per share,

with a weighted

average exercise price

of $3.79 per

share and a

weighted average remaining

term of 8.8

years as of

the Repricing Date. No additional stock options were granted by the Company

in connection with the Repricing.

Except

for

the

reduction

the

exercise

price

the

outstanding

Eligible

Employee

Options

described

above,

all

outstanding stock options under the 2021 Omnibus Plan will continue to remain outstanding in accordance with all of

the current terms

and conditions set forth

in the 2021 Omnibus

Plan and the applicable

award agreements including,

without limitation, the number of shares subject to such options, vesting schedule and

expiration date.

Accounting Treatment

of the Repricing

Under Financial

Accounting Standards Codification

Topic

718, the Company

recognized

incremental compensation

cost of $1.3 million associated with the Repricing,

$0.3 million of which was associated with the 2021 Omnibus Plan

Repricing.

The incremental

compensation cost

was measured

as the

excess, if

any,

of the

fair value

of the

Eligible

Options

immediately

following

the

Repricing

over

the

fair

value

the

Eligible

Options

immediately

prior

the

Repricing.

Certain U.S. Federal Income Tax

Consequences

The following discussion is intended only as a

general summary of the material U.S. federal

income tax consequences

the

2021

Omnibus

Plan

Repricing,

based

upon

the

provisions

the

U.S.

Internal

Revenue

Code

1986,

amended (the “Code”),

as of the date of

this Information Statement. It

is not intended as

tax guidance to participants

in the 2021

Omnibus Plan. This

summary does not

take into account

certain circumstances that

may change the

income

tax treatment of awards for individual participants, and it does not

describe the consequences under any other federal

tax

law

(such

employment

taxes),

state

income

tax

consequences

any

award

the

taxation

awards

jurisdictions outside

of the United

States. All of

the outstanding

Eligible Employee

Options granted

under the 2021

Omnibus Plan are nonqualified stock options.

For income tax purposes, the repricing of an option

is treated as the grant of a new option on the effective

date of the

repricing. The grant of a stock option

generally has no income tax consequences

for a participant or the Company.

participant usually recognizes

ordinary income upon

the exercise

of a

nonqualified stock option

equal to

the fair

market

value of the shares

minus the exercise price,

if applicable. We

should generally be entitled

to a deduction for

federal

income tax purposes equal

to the amount of ordinary

income recognized by the participant

as a result of the exercise

of a

nonqualified stock

option. However,

the Code

denies publicly

held corporations

a deduction

for compensation

that is in

excess of $1,000,000 paid

to the corporation’s chief executive officer, chief financial

officer and certain other

current and former executive officers in a year.

Any disposition of shares acquired

under a nonqualified stock option

will generally result only in capital gain

or loss

for the participant, which may be short-

or long-term, depending upon the length of time such shares are held.

Section 409A of

the Code

provides special

tax rules applicable

to programs that

provide for

a deferral of

compensation.

Failure to comply

with those requirements

will result in accelerated

recognition of U.S.

federal income tax

purposes

along

with an

additional

tax equal

to 20%

of the

amount included

in U.S.

federal

income, and

interest on

deemed

underpayments

certain

circumstances.

While

certain

awards

under

the

2021

Omnibus

Plan

could

subject

Section 409A, the

2021 Omnibus Plan

and awards are

intended to comply

with or be

exempt from the

requirements

of Section 409A, where applicable.

Outstanding Eligible Employee Options under the 2021 Omnibus Plan

The following

table summarizes

the outstanding

Eligible Employee

Options granted

under the

2021 Omnibus

Plan

held

by our

current Named

Executive

Officers,

all current

executive

officers

as a

group, all

current

non-employee

directors as

a group

and all

other employees,

respectively.

On the

Repricing Date,

the exercise

price of

the Eligible

Employee

Options

set forth

the

table

below

was reduced

$0.70,

which

was the

closing

price

of our

Class A

Common Stock on March 8, 2024, the most recent closing price prior

to the Repricing Date, as reported on Nasdaq.

Name and Position

Number of Shares of

Common Stock

Underlying Eligible

Employee Options

(1)

Weighted

AverageExercise

Price of Eligible

Employee Options

Prior to 2021

Omnibus Plan

Repricing($)

Mei Mei Hu, President, Chief Executive Officer and Director

—

N/A

Louis Reese, Executive Chairman

—

N/A

Sumita Ray, Chief Legal, Compliance & Administrative Officer

425,000

1.17

Ulo Palm, MD, PhD, former Chief Medical Officer

—

N/A

Rene Paula Molina, former Senior Vice President, Legal and Business Affairs

59,072

9.92

All current executive officers as a group

508,925

1.72

All current directors who are not executive officers as a group

(2)

584,744

1.2

All employees, including all current officers who are not executive officers,

as a group

1,429,619

5.21

(1)

Does not include Eligible

Employee Options granted under the 2021

Stock Option Plan, the

repricing of which Eligible Employee Options

was not subject to approval by the Company’s stockholders.

(2)

This consists

solely of options

granted under the

2021 Omnibus Plan

to Peter Powchik,

MD, the Company’s former Executive

Vice President,

Global Scientific

Director and

a former

director of

the Company,

in his

capacity as

an employee

of the

Company.

This does

not include

options granted to Dr. Powchik in his capacity as a director.

Equity Compensation Plan Information

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.

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

Remaining

Available for Future

Issuance Under

Equity

Compensation Plans

(Excluding

Securities Reflected

in Column (a)) (c)

Equity compensation plans approved by security holders

22,123,762

(1)

5.03

8,566,663

(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 Common

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.

(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.

On 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.

Interest of Certain Persons in Matters Acted Upon

The

following

table

sets

forth

certain

information

March 10,

2024

about

the

outstanding

Eligible

Employee

Options

granted

under the

2021 Omnibus

Plan held

by each

of our

current executive

officers

and

individuals

who

have served as executive officers and directors since January 1,

2023.

Other than

as set forth

in the table,

none of our

other current officers

or directors or

individuals who

have served as

executive

officers

directors

since

January 1,

2023,

nor

any

their

associates,

has

any

interest

the

actions

approved by the Majority Stockholder

as described in this Information Statement

except in their capacity as holders

of our Common Stock (which interest does not differ from that of

the other holders of our Common Stock).

As of March 10,

2024, our current

non-employee directors

(5 persons) and

executive officers (4

persons) as a

group

held unexercised stock options to purchase an aggregate of 3,173,735 shares of our Class A Common Stock under

the

2021 Omnibus Plan, which

represented approximately 62% of

the shares subject to all outstanding

options under the

2021 Omnibus Plan.

Name

Title

Number of

Options

Outstanding

Percentage of

Total

Outstanding

Options

(1)

Number of

Eligible

Employee

Options

Outstanding

Percentage of

Total Eligible

Employee

Options

Outstanding

(2)

Jason Pesile

Senior Vice President of Finance and

Accounting

83,925

1.60%

83,925

4.30%

Sumita Ray

Chief Legal, Compliance & Administrative

Officer

425,000

8.30%

425,000

21.90%

Rene Paula Molina

Former Senior Vice President, Legal and

Business Affairs

59,072

1.20%

59,072

3.00%

Peter Powchik, MD

Former Executive Vice President, Global

Scientific Director and former director

845,103

16.50%

584,744

30.20%

______________________

(1)

Determined by dividing the number of stock options granted under

the 2021 Omnibus Plan held by the individual by 5,113,694, which is the

total number of outstanding stock options under the 2021 Omnibus

Plan as of the date of the table.

(2)

Determined by dividing the number of

stock options granted under the

2021 Omnibus Plan held by the

individual that were eligible for the

2021 Omnibus Plan Repricing by 1,938,544,

which is the total number of outstanding stock options under the 2021 Omnibus Plan that as of

the date of the table were eligible for the 2021 Omnibus Plan

Repricing.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

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

community

property

laws where

applicable,

based

the

information

provided to

us, we

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

the

table

below

are based

112,873,552

of Class

Common

Stock

and

13,874,132

of Class

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, MD, PhD

—

René Paula Molina

(4)

268,404

—

Peter Diamandis, MD

(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

or 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

which Ms.

Hu holds

irrevocable proxies.

Ms. Hu

and Mr.

Reese are

the sole

shareholders of

Blackfoot and

may therefore

be deemed

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

Mr. Diamandis,

(ii) 13,824 shares

of Class A

common stock held

by the

spouse of Mr. 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.

EXECUTIVE COMPENSATION

qualify as

an “emerging

growth company”

under the

Jumpstart Our

Business Startups

Act of

2012. As

a result,

we are

permitted to and

rely on

exemptions from certain

disclosure requirements that

are applicable to

other companies

that

are

not

emerging

growth

companies.

Accordingly,

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. We

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.

addition,

for

long

are

emerging

growth

company,

will

not

required

submit

certain

executive

compensation

matters

our

stockholders

for

advisory

votes,

such

as “say-on-pay” and “say-on-

frequency” of say-on-pay votes.

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, (c)

the date

which

are

deemed

“large

accelerated

filer”

under

the

rules

the

SEC

with

least

$700.0 million

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.

We 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

long

the

market

value

our

voting

and

non-voting

common

stock

held

non-affiliates

less

than

$250.0 million

measured

the

last

business

day

our

second

fiscal

quarter,

our

annual

revenue

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 by non-affiliates is

less than $700.0 million measured on the last

business day of our second fiscal

quarter.

Overview

This section discusses

the material components of

our 2023 compensation program

for our “named

executive officers”

or “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, MD, PhD

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

stock

options,

calculated

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 our Annual

Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”). 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 Annual Report

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 such stock options, calculated in accordance with Accounting Standards Update

718,

“Compensation—Stock Compensation

(Topic

718).”

For

additional information,

see

Notes

and

our

consolidated

financial

statements included in the Annual Report. 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 Annual Report

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

and

our

consolidated

financial

statements included in

our Annual Report

on Form 10-K

for the year

ended December 31, 2023.

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 Annual Report titled

“Managements’ Discussion

and Analysis of Financial Condition and Results of 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

result

this

evaluation,

expect

make

changes

further

enhance

our

compensation

practices,

and

future

changes may differ in several respects from our historical

program as described herein.

Base Salary

We use base salaries to

recognize the experience, skills,

knowledge and responsibilities required

for all our

employees,

including our NEOs. Base salaries are determined based on the individual’s responsibilities, performance,

experience

and what we determine

is 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

the

foregoing

achievement,

the

Compensation

Committee

approved the funding

of the corporate

bonus pool at

65% of 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

additional

10%

allocated

Ms.

Ray

the

CEO’s

discretion).

The

portion

this

amount

attributable

the

achievement

the

corporate

goals

set

forth

the

“Non-Equity

Incentive

Plan

Compensation”

column

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 in 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

as part of

their overall compensation package from the Company and

are disclosed in the Summary Compensation Table above.

Retirement Benefits

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

of $8,878.45

in 2022.

do not

provide

deferred compensation, defined benefit pension or 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.

We provided

Ms. Ray with an offer letter in connection with the commencement of 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.

We provided Dr.

Palm with an offer letter in connection with the commencement of 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

our medical, dental and vision plans.

We provided Mr. Paula with an offer letter in connection with the

commencement of 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

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 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 Mr. Paula was eligible to participate

in our medical, dental and vision plans.

connection

with

Mr.

Paula’s

departure

November

2023,

entered

into

consulting

agreement

pursuant

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.

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

as of 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

other incentive-based or equity-based

compensation they receive in accordance

with the provisions of section 304

the

Sarbanes-Oxley

Act

2002,

amended.

Additionally,

have

implemented

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

03/28/2028

01/26/2021

(2)

2,393,468

—

598,367

10.07

(9)

01/26/2026

01/26/2021

(3)

181,501

197,284

10.07

(9)

01/26/2031

03/07/2023

(4)

116,250

503,750

2.29

03/07/2033

03/07/2023

(5)

73,928

—

2.29

03/07/2033

Louis Reese

03/28/2018

(1)

2,346,547

—

0.28

03/28/2028

01/26/2021

(2)

2,393,468

—

598,367

10.07

(9)

01/26/2026

01/26/2021

(3)

181,501

197,284

10.07

(9)

01/26/2031

03/07/2023

(4)

116,250

503,750

2.29

03/07/2033

03/07/2023

(5)

61,607

—

2.29

03/07/2033

03/07/2023

(6)

301,188

—

2.29

03/07/2033

Sumita Ray

11/01/2023

(7)

—

425,000

1.17

(9)

11/01/2033

René Paula

01/25/2021

(8)

209,332

—

4.01

(9)

03/01/2031

11/11/2021

(8)

42,066

—

(9)

11/11/2031

03/07/2023

(8)

17,006

—

2.29

(9)

03/07/2033

Ulo Palm, MD, PhD

—

______________________

(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

“Equity Incentive Plans”

of the consolidated financial statements in the Annual Report 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

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

Annual Report 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,

was both

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

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”

table 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.

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

—

James Chui

—

______________________

(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.

provide information

regarding the assumptions used to calculate the value of the option awards in Note 14 to our consolidated financial statements in the Annual

Report. 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 Annual Report 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

our directors

as of

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

Annual Report. Dr. Powchik did not receive

a cash

bonus for 2023.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

are subject

to the

reporting and

information requirements

of the

Securities Exchange

Act of

1934, as

amended,

and as

a result

file reports,

proxy statements

and other

information with

the SEC.

The SEC

maintains a

website at

www.sec.gov

that

contains

reports,

proxy

and

information

statements

and

other

information

regarding

registrants,

such as Vaxxinity

Inc., that file

electronically with

the SEC. We

also maintain

a website at

www.vaxxinity.com,

which you

may access

these materials

free of

charge

as soon

as reasonably

practicable after

they are

electronically

filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not

part of this Information Statement.

OTHER MATTERS

Other Business

The Board knows

of no other

matters other than those

described in this

Information Statement that have

been approved

or considered by the Majority Stockholders.

Stockholders Sharing an Address

SEC rules permit

companies and intermediaries

such as brokers

to satisfy delivery

requirements for proxy

materials

with respect to two or more stockholders

sharing the same address by delivering a

single copy of the proxy materials

addressed to those

stockholders. This

process, which is

commonly referred to

as “householding,”

provides cost savings

for companies and helps the

environment by conserving natural

resources. Some brokers household

proxy materials,

delivering a single proxy

statement or notice to multiple stockholders

sharing an address unless contrary

instructions

have been received from the affected stockholders. Once

you have received notice from your broker that they will be

householding materials to

your address, householding

will continue

until you are

notified otherwise or

until you revoke

your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate

proxy statement or

notice, or if

your household is

receiving multiple copies

of these documents

and you wish

to request

that future deliveries be limited to a single copy, please notify your broker.

You can also request prompt delivery

of a

copy of

the proxy

materials by

contacting AST

by phone

at (888)

776-9962, by

email at

info@astfinancial.com

through their website at https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials.

SEC Form PRE 14C filed by Vaxxinity Inc.