| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Vaccinex, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
918640202 | |
| (CUSIP Number) | |
|
February 6, 2024 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 918640202 | 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Point72 Asset Management, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% (see item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
*As more fully described in Item 4, certain of the warrants (the “Warrants”) are subject to a 9.99% blocker (the “9.99% Blocker”), and the percentage set forth in row (11) gives effect to such 9.99% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 9.99% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of the Warrants.
| CUSIP No. 918640202 | 13G | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Point72 Capital Advisors, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9%* (see Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON CO | |||
*As more fully described in Item 4, the Warrants are
subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such 9.99% Blocker. However, as more fully described
in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number
of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 9.99% Blocker. Therefore,
the actual number of shares of Common Stock beneficially owned by such reporting person, after giving effect to such 9.99% Blocker, is
less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of the Warrants.
| CUSIP No. 918640202 | 13G | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Steven A. Cohen | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER SHARED VOTING POWER 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,793,452 shares of Common Stock (including 4,161,804 shares of Common Stock issuable upon exercise of Warrants)* (see Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9%** (see Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
*As more fully described in Item 4, the Warrants are
subject to a 9.99% Blocker, and the percentage set forth in row (11) gives effect to such 9.99% Blocker. However, as more fully described
in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number
of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 9.99% Blocker. Therefore,
the actual number of shares of Common Stock beneficially owned by such reporting person, after giving effect to such 9.99% Blocker, is
less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of the Warrants.
| CUSIP No. 918640202 | 13G | Page 5 of 7 Pages |
| Item 1(a). | Name of Issuer. |
| Vaccinex, Inc. (the “Issuer”). | |
| Item 1(b). | Address of Issuer's Principal Executive Offices. |
| 1895 Mount Hope Avenue, Rochester, New York 14620 |
| Item 2(a). | Name of Person Filing. |
|
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of common stock, par value $0.0001 per share (“Shares”), of the Issuer held by (and Shares underlying the Warrants held by) Point72 Associates, LLC, an investment fund it manages (“Point72 Associates”); (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by (and Shares underlying the Warrants held by) Point72 Associates; and (iii) Steven A. Cohen (“Mr. Cohen”) with respect to Shares (and Shares underlying the Warrants beneficially owned by) beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.
| |
|
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
| |
| Item 2(b). | Address of Principal Business Office. |
| The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902. |
| Item 2(c). | Place of Organization. |
| Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen. |
| Item 2(d). | Title of Class of Securities. |
| Common Stock, par value $0.0001 per share | |
| Item 2(e). | CUSIP Number. |
| 918640202 |
| Item 3. | If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a: |
| Not applicable. |
| CUSIP No. 918640202 | 13G | Page 6 of 7 Pages |
| Item 4. | Ownership. |
|
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on February 8, 2024.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
Certain of the Warrants reflected on the cover pages are subject to a 9.99% Blocker whereby they are not exercisable to the extent that following such exercise, taking into account all other shares of Common Stock beneficially owned by the Reporting Persons, if the Reporting Persons would beneficially own in excess of 9.99% of the Issuer’s outstanding Common Stock, as calculated in a manner consistent with the provisions of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Consequently, as of the date of the event which requires the filing of this statement, some of the Warrants referred to herein are not presently exercisable due to the 9.99% Blocker. | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Shares. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. |
| Item 10. | Certification. |
| By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 918640202 | 13G | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 9, 2024 | ||
| POINT72 ASSET MANAGEMENT, L.P. | ||
| By: |
/s/ Jason M. Colombo | |
| Name: | Jason M. Colombo | |
| Title: | Authorized Person | |
| POINT72 CAPITAL ADVISORS, INC. | ||
| By: |
/s/ Jason M. Colombo | |
| Name: | Jason M. Colombo | |
| Title: | Authorized Person | |
| STEVEN A. COHEN | ||
| By: |
/s/ Jason M. Colombo | |
| Name: | Jason M. Colombo | |
| Title: | Authorized Person | |
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: February 9, 2024 | ||
| POINT72 ASSET MANAGEMENT, L.P. | ||
| By: |
/s/ Jason M. Colombo | |
| Name: | Jason M. Colombo | |
| Title: | Authorized Person | |
| POINT72 CAPITAL ADVISORS, INC. | ||
| By: |
/s/ Jason M. Colombo | |
| Name: | Jason M. Colombo | |
| Title: | Authorized Person | |
| STEVEN A. COHEN | ||
| By: |
/s/ Jason M. Colombo | |
| Name: | Jason M. Colombo | |
| Title: | Authorized Person | |