vaxxs8pos

S-8 POS 1 vaxxs8pos.htm S-8 POS vaxxs8pos

As filed with the Securities and Exchange Commission on April 30, 2024

Registration No. 333-271486

Registration No. 333-261061

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.

333-271486

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.

333-261061

UNDER

THE SECURITIES ACT OF 1933

VAXXINITY

INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

86-2083865

(

State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer

Identification No.)

505 Odyssey Way

Merritt Island, Florida 32953

(Address of Principal Executive Offices)

Vaxxinity,

Inc. 2021 Stock Option and Grant Plan

Vaxxinity,

Inc. 2021 Omnibus Incentive Compensation Plan

Vaxxinity,

Inc. 2021 Employee Stock Purchase Plan

Non-Qualified Stock Option Award

Agreements for Mei Mei Hu

Non-Qualified Stock Option Award

Agreement for Lou Reese

(Full title of the plans)

Mei Mei Hu

Chief Executive Officer

Vaxxinity,

Inc.

500 Odyssey Way

Merritt Island, Florida 32953

(254) 244-5739

(Name, address and telephone number, including area

code, of agent for service)

Copies to:

Courtney M.W.

Tygesson

Amanda Weiss

110 N. Wacker

Dr.

Suite 4200

Sumita Ray, J.D.

Chief Legal, Compliance & Administrative Officer

Vaxxinity,

Inc.

500 Odyssey Way

Chicago, Illinois 60606

(312)

881-6500

Merritt Island, Florida 32953

(254)

244-5739

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

check

mark if

the

registrant

has elected

not

use

the

extended

transition

period

for

complying

with

any

new

revised

financial

accounting

standards

provided

pursuant

Section 7(a)(2)(B) of the Securities Act.

☐

DEREGISTRATION OF

SECURITIES

Vaxxinity

Inc., a Delaware

corporation (the “

Company

”), is filing

these post-effective amendments (these “

Post-

Effective

Amendments

”)

to the

following

Registration

Statements

on Form

S-8

(each,

a “

Registration

Statement

”

and collectively, the “

Registration Statements

”), which

have been previously

filed by

the Company with

the Securities

and Exchange

Commission (the

“

SEC

”), to deregister

any and

all shares of

the Company’s

Class A common

stock,

par value $0.0001 per share (“

Class

Common Stock

”), registered but unsold or otherwise unissued under each such

Registration Statement as of the date hereof:

●

Registration Statement on

Form S-8

(File No. 333-271486), filed with the SEC on April 28, 2023, as

amended by that certain

Post-Effective Amendment No. 1

, filed with the SEC on May 5, 2023, registering

3,186,306 shares of Class

Common Stock issuable under the Vaxxinity,

Inc. Omnibus Incentive

Compensation Plan (the “

2021 Omnibus Incentive Plan

”); and

●

Registration Statement on

Form S-8

(File No. 333-261061),

filed with the SEC on November 15, 2021, as

amended by that certain

Post-Effective Amendment No. 1

, filed with the SEC on April 28, 2023,

registering 14,351,892 shares of Class

Common Stock issuable under the Vaxxinity,

Inc. 2021 Stock

Option and Grant Plan, 8,700,000 shares of Class

Common Stock issuable under the 2021 Omnibus

Incentive Plan, 2,300, 000 shares of Class

Common Stock issuable under the Vaxxinity,

Inc. 2021

Employee Stock Purchase Plan,

3,370,621 shares of Class

Common Stock issuable under the Vaxxinity,

Inc. Non-Qualified Stock Option Award

Agreements for Mei Mei Hu, and 2,991,835 shares of Class

Common Stock issuable under the Vaxxinity,

Inc. Non-Qualified Stock Option Award

Agreements for Lou

Reese.

On April

19, 2024,

the Company announced

its intention

to voluntarily

delist its

Class A

Common Stock

from

the Nasdaq

Stock Market

LLC (“

Nasdaq

”) and

to deregister

its Class

A Common

Stock under

Section 12(b)

of the

Securities Exchange Act

of 1934, as amended

(the “

Exchange Act

”). On April 29,

2024, the Company

filed a Form

with

the

SEC

remove

its

Class

Common

Stock

from

listing

and

registration

Nasdaq.

Following

the

effectiveness of the Form 25, the Company intends

to file a Form 15 with

the SEC to suspend its reporting obligations

under the Exchange Act.

In connection with

the Company’s voluntary decision to

delist

and deregister its

Class A Common

Stock,

by filing

these Post-Effective Amendments, the

Company has terminated any and

all offerings of its

securities pursuant to the

Registration

Statements.

Accordingly,

the

Company

hereby

terminates

the

effectiveness

each

Registration

Statement and, in accordance with

an undertaking made by the

Company in Part II of each

Registration Statement to

remove from registration, by means of

post-effective amendment, removes from

registration any and all securities of

the Company registered for issuance but remain unsold or otherwise unissued under the Registration Statements as of

the date hereof.

SIGNATURES

Pursuant

the

requirements

the

Securities

Act

1933,

amended,

the

Company

certifies

that

has

reasonable grounds to

believe that

it meets all

of the requirements

for filing on

Form S-8 and

has duly caused

these

Post-Effective Amendments

to be

signed on its

behalf by

the undersigned,

thereunto duly

authorized, in

the City of

Merritt Island, State of Florida,

on April 30, 2024.

VAXXINITY

INC.

By:

/s/ Mei Mei Hu

Mei Mei Hu

Chief Executive Officer

other

person

required

sign

these

Post-Effective

Amendments

reliance

upon

Rule 478

under

the

Securities Act of 1933, as amended.

SEC Form S-8 POS filed by Vaxxinity Inc.