Evaxion Biotech A/S ADR美股招股说明书(2025-01-31版)

Evaxion Biotech A/S We are offering on a best efforts basis up to 3,997,361 American Depositary Shares (“ADSs”) representing anaggregate of 199,868,050 ordinary shares, DKK 0.25 nominal value per share, together with warrants to purchase upto 1,998,675 ADSs representing 99,933,750 ordinary shares (the “Warrants”). The ADSs and Warrants will be sold ina fixed combination, with each 2 ADSs accompanied by one Warrant to purchase one ADS. The ADSs and Warrantsare immediately separable and will be issued separately in this offering, but must be purchased together in thisoffering. The Warrants will have an exercise price per share of $2.71 and will be immediately exercisable for a term offive (5) years from the date of issuance. The public offering price for each ADS and accompanying Warrant is $2.71. There is no established public trading market for the Warrants, and we do not expect a market to develop. We donot intend to apply for listing of the Warrants on any securities exchange or other nationally recognized tradingsystem. Without an active trading market, the liquidity of the warrants will be limited. This offering will terminate on February 14, 2025, unless we decide to terminate the offering (which we may doat any time in our discretion) prior to that date. The ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “EVAX”. On January 29, 2025,the closing trading price for the ADSs, as reported on Nasdaq, was $3.39 per ADS. We have engaged Lake Street Capital Markets, LLC and JonesTrading Institutional Services LLC (the“Placement Agents”) to act as our exclusive Placement Agents in connection with this offering. Each Placement Agenthas agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. ThePlacement Agents are not purchasing or selling any of the securities we are offering and the Placement Agents are notrequired to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to payto the Placement Agents the Placement Agents Fees set forth in the table below, which assumes that we sell all of thesecurities offered by this prospectus. There is no minimum offering requirement as a condition of closing of thisoffering. Because there is no minimum offering amount required as a condition to closing this offering, we may sellfewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us.The investors in this offering will not receive a refund in the event that we do not sell an amount of securitiessufficient to pursue our business goals described in this prospectus. In addition, investors could be in a position wherethey have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack ofinterest in this offering. Further, any proceeds from the sale of securities offered by us will be available for ourimmediate use, despite uncertainty about whether we would be able to use such funds to effectively implement ourbusiness plan. We will bear all costs associated with the offering. See “Plan of Distribution” on page 156 of thisprospectus for more information regarding these arrangements. We are a “foreign private issuer,” and an “emerging growth company” each as defined under the federal securitieslaws, and, as such, we are subject to reduced public company reporting requirements. See the section entitled“Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” foradditional information. Investing in our securities involves a high degree of risk. Before buying any ADSs, you should carefully read thediscussion of material risks of investing in the ADSs and the company. See “Risk Factor Summary” beginning on page 20for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. We have agreed to pay the Placement Agents cash fee equal to 7.0% of the gross proceeds raised in this offering,except for certain investors totaling approximately 38% of gross proceeds who we will only pay the PlacementAgents a cash fee equal to 5.0% for. We have also agreed to reimburse the Placement Agents legal fees andexpenses in an amount up to $100,000, See “Plan of Distribution” for additional information and a description ofthe compensation payable to the Placement Agents. We estimate the total expenses of this offering payable by us, excluding the Placement Agents fee, will beapproximately $0.7 million. Because there is no minimum number of securities or amount of proceeds requiredas a condition to closing in this offering, the actual public offering amount, Placement Agents fees, and