vcnx-10q_20210331.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 vcnx-10q_20210331.htm 10-Q vcnx-10q_20210331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38624

Vaccinex, Inc.

(Exact name of registrant as specified in its charter)

Delaware	16-1603202
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1895 Mount Hope Avenue Rochester, New York	14620
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (585) 271-2700

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	VCNX	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2021, the registrant had 28,450,626 shares of common stock, $0.0001 par value per share, outstanding.

VACCINEX, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page

	PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28


	PART II – OTHER INFORMATION


Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 6.	Exhibits	31

	Signatures	32

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VACCINEX, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

	As of March 31, 2021			As of December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	29,389		$	10,596
Accounts receivable		8			157
Prepaid expenses and other current assets		916			533
Total current assets		30,313			11,286
Property and equipment, net		371			416
TOTAL ASSETS	$	30,684		$	11,702
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,246		$	3,169
Accrued expenses		1,229			1,937
Senior secured convertible debt, net		2,294			8,074
Total current liabilities		6,769			13,180
Long-term debt		1,134			1,134
TOTAL LIABILITIES		7,903			14,314
Commitments and contingencies (Note 7)
Stockholders’ equity (deficit):
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of March 31, 2021, and December 31, 2020; 28,445,806 and 22,388,027 shares issued as of March 31, 2021 and December 31, 2020, respectively; 28,444,954 and 22,387,175 shares outstanding as of March 31, 2021 and December 31, 2020, respectively		3			3
Additional paid-in capital		284,881			250,914
Treasury stock, at cost; 852 shares of common stock as of March 31, 2021 and December 31, 2020, respectively		(11	)		(11	)
Accumulated deficit		(284,055	)		(277,481	)
Total Vaccinex, Inc. stockholders’ equity (deficit)		818			(26,575	)
Noncontrolling interests		21,963			23,963
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		22,781			(2,612	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	30,684		$	11,702

The accompanying notes are an integral part of these condensed consolidated financial statements.

VACCINEX, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share data)

	Three Months Ended March 31,
	2021			2020
Revenue	$	850		$	-
Costs and expenses:
Research and development		5,513			5,409
General and administrative		1,577			1,750
Total costs and expenses		7,090			7,159
Loss from operations		(6,240	)		(7,159	)
Interest expense		(332	)		-
Other income (expense), net		(2	)		10
Loss before provision for income taxes		(6,574	)		(7,149	)
Provision for income taxes		-			-
Net loss		(6,574	)		(7,149	)
Net loss attributable to noncontrolling interests		-			-
Net loss attributable to Vaccinex, Inc. common stockholders	$	(6,574	)	$	(7,149	)
Comprehensive loss	$	(6,574	)	$	(7,149	)
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted	$	(0.26	)	$	(0.45	)
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted		25,216,788			16,001,023

The accompanying notes are an integral part of these condensed consolidated financial statements.

VACCINEX, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)

(in thousands, except share data)

	Common Stock						Treasury Stock
	Shares		Amount		Additional Paid-in Capital		Common Stock Shares		Amount			Accumulated Deficit			Total Vaccinex, Inc. Stockholders’ Deficit			Noncontrolling Interests			Total Stockholders’ Deficit
Balance as of January 1, 2020		14,887,999	$	1	$	222,403		852	$	(11	)	$	(248,630	)	$	(26,237	)	$	23,963		$	(2,274	)
Issuance of Common Shares		1,468,563		1		7,475		—		—			—			7,476			—			7,476
Stock-based compensation		20,000		—		204		—		—			—			204			—			204
Exercise of stock options		1,025		—		4		—		—			—			4			—			4
Net loss		—		—		—		—		—			(7,149	)		(7,149	)		—			(7,149	)
Balance as of March 31, 2020		16,377,587	$	2	$	230,086		852	$	(11	)	$	(255,779	)	$	(25,702	)	$	23,963		$	(1,739	)

	Common Stock						Treasury Stock
	Shares		Amount		Additional Paid-in Capital		Common Stock Shares		Amount			Accumulated Deficit			Total Vaccinex, Inc. Stockholders’ Equity (Deficit)			Noncontrolling Interests			Total Stockholders’ Equity (Deficit)
Balance as of January 1, 2021		22,388,027	$	3	$	250,914		852	$	(11	)	$	(277,481	)	$	(26,575	)	$	23,963		$	(2,612	)
Issuance of Common Shares		5,937,900		—		31,863		—		—			—			31,863			—			31,863
Stock-based compensation		—		—		104		—		—			—			104			—			104
Shares issued for compensation		9,979		—		—		—		—			—			—			—			—
Exchange of VX3 Units for common shares		109,900		—		2,000		—		—			—			2,000			(2,000	)		—

SEC Form 10-Q filed by Vaccinex, Inc.