Full Press Release Details
Evaxion Biotech Announces Closing of Private
COPENHAGEN, Denmark, December 21, 2023 (GLOBE
NEWSWIRE) - Evaxion Biotech A/S (NASDAQ: EVAX) ("Evaxion" or the "Company"), a clinical-stage TechBio company
specializing in developing AI-Immunology powered vaccines, today announced the closing of its previously announced private
placement (the "Private Placement") with gross proceeds of approximately $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 board of directors.
"I'm thrilled by the successful completion
of this Private Placement. We believe that the investment reflects the confidence 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 shareholder 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 approximately
$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
The gross proceeds to the Company from the Private
Placement were approximately $5.3 million, with up to an additional $6.8 million of gross proceeds to be received 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.
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.
In connection with the Private Placement, the
Company entered into a registration rights agreement with the purchasers, 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. The Warrants will not be registered for resale under the Registration Statement. 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.
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.
Evaxion Biotech A/S is a pioneering TechBio company
based upon its AI platform, AI-Immunology . Evaxion's proprietary and scalable AI prediction models harness the power of
artificial intelligence to decode the human immune system and develop novel immunotherapies for cancer, bacterial diseases, and viral
infections. Based upon AI-Immunology , Evaxion has developed a clinical-stage oncology pipeline of novel personalized vaccines
and a preclinical infectious disease pipeline in bacterial and viral diseases with high unmet medical needs. Evaxion is committed to
transforming patients' lives by providing innovative and targeted treatment options. For more information about Evaxion and its
groundbreaking AI-Immunology platform and vaccine pipeline, please visit our website.
Chief Executive Officer
Source: Evaxion Biotech A/S
Forward-Looking Statement
This announcement contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The words "target," "believe," "expect," "hope,"
"aim," "intend," "may," "might," "anticipate," "contemplate,"
"continue," "estimate," "plan," "potential," "predict," "project,"
"will," "can have," "likely," "should," "would," "could," and
other words and terms of similar meaning identify forward-looking statements. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various factors, including, but not limited to, risks related to: our financial
condition and need for additional capital; our development work; cost and success of our product development activities and preclinical
and clinical trials; commercializing any approved pharmaceutical product developed using our AI platform technology, including the rate
and degree of market acceptance of our product candidates; our dependence on third parties including for conduct of clinical testing
and product manufacture; our inability to enter into partnerships; government regulation; protection of our intellectual property rights;
employee matters and managing growth; our ADSs and ordinary shares, the impact of international economic, political, legal, compliance,
social and business factors, including inflation, and the effects on our business from the worldwide ongoing COVID-19 pandemic and
the ongoing conflict in the region surrounding Ukraine and Russia and the Middle East; and other uncertainties affecting
our business operations and financial condition. For a further discussion of these risks, please refer to the risk factors included
in our most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC),
which are available at www.sec.gov. We do not assume any obligation to update any forward-looking statements
except as required by law.