On March 27, 2020, Vaccinex, Inc. (the "Company") reported that it has entered into an Open Market Sale AgreementSM (the "Sale Agreement") with Jefferies LLC ("Jefferies"), under which the Company may issue and sell shares of its common stock, par value $0.0001 per share (the "Common Stock"), from time to time for an aggregate sales price of up to $11,500,000 through Jefferies as sales agent (the "ATM Offering") (Filing, 8-K, Vaccinex, MAR 27, 2020, View Source [SID1234555948]).

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Sales of the Common Stock, if any, under the Sale Agreement will be made by any method that is deemed to be an "at the market" offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the "Securities Act"), including but not limited to sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Common Stock. Subject to the terms and conditions of the Sale Agreement, Jefferies will use its commercially reasonable efforts to sell the Common Stock from time to time, as the sales agent, based upon the Company’s instructions.

The Company has no obligation to sell Common Stock pursuant to the Sale Agreement and may at any time suspend offers under the Sale Agreement or terminate the Sale Agreement.

The Company has provided Jefferies with customary indemnification rights and Jefferies will be entitled to a commission at a fixed commission rate in an amount equal to 3.0% of the gross proceeds for each sale of the Common Stock.

This description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The Common Stock to be sold under the Sale Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-236416), previously filed with the Securities and Exchange Commission ("SEC") on February 13, 2020 and declared effective by the SEC on March 11, 2020 (the "Registration Statement"). On March 27, 2020, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of the Common Stock pursuant to the Sale Agreement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock under the Sale Agreement nor shall there be any sale of the Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.