Evaxion Biotech announces closing of private placement

Evaxion Biotech A/S announced the closing of its previously announced private placement with a gross proceed of $5.3 million. The Private Placement included participation from existing and new shareholders, with the largest new shareholder being MSD Global Health Innovation Fund (MSD GHI), a corporate venture capital arm of Merck & Co., Inc., Rahway, NJ, USA, accounting for some 25% of the total aggregate offering amount. Further, the Private Placement included significant participation by all members of the Company’s management and the Company’s board of directors.

“I’m thrilled by the successful completion of this Private Placement. We believe that the investment reflects the trust investors place in Evaxion’s intrinsic value, strategic direction, and future potential. The transaction is an important part of our long-term financing strategy. We are proud to welcome MSD GHI as a new partner and look forward to collaborating closely with the experienced team of MSD GHI”, Christian Kanstrup, CEO of Evaxion, commented.

The closing of the Private Placement related to the issuance and sale of 9,726,898 of the Company’s ordinary shares, DKK 1 nominal value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), and accompanying warrants (the “Warrants”) to purchase up to 9,726,898 Ordinary Shares represented by ADSs at a purchase price of $0.544 per Ordinary Share for an aggregate purchase price of $5.3 million. The Warrants are exercisable immediately upon issuance, have a term of three years, and an exercise price equal to $0.707 per Ordinary Share. Each Ordinary Share is represented by one (1) ADS. The Private Placement was priced at-the-market under Nasdaq rules.

The gross proceeds to the Company from the Private Placement are expected to be approximately $5.3 million, and up to an additional $6.8 million of gross proceeds upon cash exercise of the Warrants before deducting offering expenses payable by the Company. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes. No brokerage, finder’s fees, or commissions were payable by the Company in connection with the Private Placement.

The Private Placement was subject to the satisfaction of customary closing conditions and closed on December 21, 2023. Following the closing of the Private Placement, the outstanding number of the Company’s Ordinary Shares is 37,897,780.

In connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers dated as of December 19, 2023, pursuant to which the Company agreed to prepare and file an initial registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering the resale of the Ordinary Shares represented by ADSs and the Ordinary Shares represented by ADSs issuable upon the exercise of the Warrants. All members of the Company’s management and board of directors have agreed to a lock-up period of 180 days from the effective date of such Registration Statement.

The Company has granted the Purchasers customary indemnification rights in connection with the Registration Statement. The Purchasers have also been given the Company’s customary indemnification rights in connection with the Registration Statement.

The securities described above were offered in a Private Placement to institutional accredited investors, qualified institutional buyers, and other accredited investors under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file a Registration Statement with the SEC for the resale of Ordinary Shares represented by ADSs and the Ordinary Shares represented by ADSs underlying Warrants issued in the Private Placement. The Warrants will not be registered for resale under the Registration Statement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
MB Bureau