Item 4.01. Changes in Registrant’s Certifying
Accountant.
On July 21, 2023, Vaxxinity,
Inc. (the “Company”) was informed by Armanino LLP (“Armanino”) that it intends
to 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. The audit committee of the Company’s
board of directors accepted but did not request or recommend Armanino’s
resignation.
Armanino advised the Company that its decision was due to Armanino’s
transition away from providing financial statement audit
services to public companies.
Armanino’s audit reports on
the Company’s consolidated financial
statements for the years ended December 31, 2022 and 2021 do not
contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope,
or accounting
principles. During the two most recent fiscal years and the subsequent interim period,
there were no (i) disagreements with Armanino
on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Armanino, would have
caused it to make reference to the subject matter of the
disagreements in connection with its report or (ii) “reportable events” as such
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Armanino with a copy of the disclosures contained
in this Current Report on Form 8-K and requested that
Armanino furnish a letter addressed to the U.S. Securities and Exchange
Commission stating whether or not it agrees with the
statements made in this Current Report on Form 8-K, a copy of which is attached
as Exhibit 16.1 hereto.
The Company has begun a search process to identify a new independent registered
public accounting firm. There can be no assurance
that we will be able to appoint a new independent registered public accounting
firm on a timely basis, which would result in our
inability to file required Exchange Act reports, limit our ability to raise capital,
and result in a loss of investor confidence.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
The information regarding Ulo Palm contained in Item 8.01 of this Current
Report on Form 8-K is incorporated by reference into this
Item 5.02.
Item 8.01. Other Events.
On July 27, 2023, the Company announced that Peter Powchik will join its leadership
team as Executive Vice President, Global
Scientific Director, effective
October 1, 2023. He will remain as a member of the Company’s
board of directors. In addition, the
Company announced that Ulo Palm
will transition from the Company’s
Chief Medical Officer to senior advisor,
effective October 1,
2023.
In connection with the foregoing matters, the Company issued a press release,
a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: July 27, 2023