On March 27, 2024 Vaccinex, Inc. (Nasdaq: VCNX) ("Vaccinex" or the "Company"), a clinical-stage biotechnology company pioneering a differentiated approach to treating Alzheimer’s disease and cancer through the inhibition of SEMA4D, reported that it has entered into definitive agreements with certain institutional investors for the purchase and sale of 193,000 shares of its common stock in a registered direct offering together with warrants to purchase up to an aggregate of 193,000 shares of common stock in a concurrent private placement priced at-the-market under Nasdaq rules at a combined purchase price of $7.77 per share and accompanying warrant (Press release, Vaccinex, MAR 27, 2024, View Source [SID1234641512]). The warrants will have an exercise price of $7.64 per share, will be immediately exercisable upon issuance and will expire 5 years from the initial exercise date. The registered direct offering and concurrent private placement are referred to herein as the "Transactions."

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The closing of the Transactions is expected to occur on or about March 28, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds from the Transactions are expected to be approximately $1.5 million, before deducting financial advisory fees and other estimated expenses related to the Transactions. The Company intends to use the net proceeds from the Transactions for working capital and general corporate purposes.

The registered direct offering of the shares of common stock is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-271074) previously filed with the U.S. Securities and Exchange Commission (the "SEC"). A prospectus supplement describing the terms of the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the prospectus supplement may be obtained.

The Company has also agreed to sell $1.1 million and up to $1.25 million in a separate private placement of common stock together with warrants to purchase shares of the Company’s common stock at the same combined purchase price as the Transactions. The closing of this transaction is also expected to occur on or about March 28, 2024.

The private placement of the warrants and the separate private placement of common stock together with warrants are being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities 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 jurisdiction.