UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM

8-K

____________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~September~~November 2230, 2023

____________________________________

Vaxxinity, Inc.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

001-41058

86-2083865

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

505 Odyssey Way

Merritt Island

32953

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number,

including area code: (

254

)

244-5739

Not Applicable

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001

per share

VAXX

The

Nasdaq

Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

Report on Form 8-K filed on July 27, 2023, Armanino LLP (“Armanino”) informed the Company that it would resign as the

Company’s independent registered public accounting firm, effective upon the earlier of (i) filing of the Company’s Quarterly Report

on Form 10-Q for the quarter ending September 30, 2023 and (ii) the Company’s appointment of a new independent registered public

accounting firm. Armanino advised the Company that its decision was due to Armanino’s transition away from providing financial

Report on Form 10-Q for the quarter ending September 30, 2023. Statements in response to Item 4.01 of the Company’s Form 8-K

dated July 27, 2023 and the letter of Armanino attached thereto as Exhibit 16.1, are incorporated herein by reference.

During the Company’s two most recent fiscal years and the subsequent interim period, neither the Company, nor anyone on the

either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,

and either a written report or oral advice was provided that FORVIS concluded was an important factor considered by the Company in

reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a

disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in

Item 304(a)(1)(v) of Regulation S-K).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

Katherine Eade resigned from the board of directors of Vaxxinity,

Inc. (the “Company”) on November 30, 2023. Ms. Eade’s

Onresignation ~~September~~is ~~22,~~not ~~2023,~~the ~~René~~result ~~Paula~~of ~~notified~~a disagreement with the Company ~~that~~on heany ~~intends~~matter relating to ~~resign from his position as~~ the Company’s ~~General~~operations, policies or

~~Counsel, effective November 3, 2023, to pursue other opportunities~~practices. The Company thanks MrMs. ~~Paula~~Eade for ~~his~~her service to the Company.

Item 8.01. Other Events.

On September 28, 2023, the Company announced that Sumita Ray will serve as the Company’s Chief Legal & Administrative Officer,

holds a Juris Doctor from Temple University Law School and a Bachelor of Science in microbiology from the University of Arizona.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date: ~~September~~December 281, 2023

VAXXINITY,

INC.

By:

/s/ Mei Mei Hu

Name:

Mei Mei Hu

Title:

Chief Executive Officer

Filing Compare · Vaxxinity, Inc.