vaxxq410k

 0001851657 --12-31 false FY NASDAQ false

 0001851657

 2023-01-01

 2023-12-31

 0001851657

 2023-06-30

 0001851657

 2024-04-26

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
 10-K/A
 (Mark One)

 Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
 for the
 fiscal year

ended
 December 31, 2023
 or

 Transition report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 for the transition period from
to
.
 Commission File Number

 VAXXINITY, INC.
 (Exact name of registrant as specified in its charter)
 Delaware

 86-2083865
 (State or other jurisdiction of incorporation or organization)
 (IRS Employer Identification No.)
 505 Odyssey Way

 Merritt Island
,
 FL
 32953
 (Address of principal executive offices, including zip code)
 Registrant's telephone number, including area code:
 (
)
 244-5739
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
 Trading Symbol
 Name of exchange on which registered
 Class A Common Stock, par value $0.0001 per
 share
 VAXX
 The
 Nasdaq

Global Market
 Securities registered pursuant to Section 12(g) of the Act: None
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

 No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

 No

 Indicate by
check mark
whether the
registrant (1) has
filed all
reports required
to be
filed by
Section 13 or
15(d) of the
Securities Exchange
Act of
 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such
 filing requirements for the past 90 days.
 Yes

No

 Indicate by check
mark whether the registrant
has submitted electronically every
Interactive Data File required
to be submitted
pursuant to Rule 405
 of Regulation S-T (§ 232.405 of
this chapter) during the preceding
12 months (or for such shorter period
that the registrant was required
to submit such
 files).
 Yes

No

 Indicate by check mark
whether the registrant is a
large accelerated filer,
an accelerated filer, a
non-accelerated filer, a
smaller reporting company or
 an emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth
 company" in Rule 12b-2 of the Exchange Act.
 Large Accelerated Filer

 Accelerated Filer

 Non-Accelerated Filer

 Smaller Reporting Company

 Emerging Growth Company

 If an emerging growth company,
indicate by check mark if the registrant has
elected not to use the extended transition period
for complying with any
 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
 control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
 prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b)
of the Act, indicate
by check mark whether
the financial statements of
the registrant included
in
 the filing reflect the correction of an error to previously issued financial statements.

 Indicate by
check mark
whether any
of those
error corrections
are restatements
that required
a recovery
analysis of
incentive-based
compensation
 received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

 No

 The aggregate market value of registrant's voting and non-voting outstanding common stock held by non-affiliates was approximately
$
 155.6

million
 based upon the closing stock
price of issuer's common stock
on June 30,
 2023
, the last business
day of the Registrant's most recently
completed second
 fiscal quarter. For the
purposes of this disclosure only,
the Registrant has assumed that its directors, executive
officers (as defined in Rule 3b-7
under
 the Exchange
Act) and
the beneficial
owners of
5% or
more of
the Registrant's
outstanding common
stock are
the affiliates
Registrant. The
 number of shares of Registrant's Common Stock outstanding as of April 26, 2024 was
 126,784,684
.

 Auditor Firm PCAOB ID:
 Auditor Name:
 Forvis, LLP
 Auditor Location:
 New York, New York
 DOCUMENTS INCORPORATED BY REFERENCE
 None

 EXPLANATORY
NOTE
,
Inc. ("Vaxxinity,"
and together with its subsidiaries, the "Company," "we," "us" or "our") is filing this Amendment No.
 1 on Form 10-K/A
(this "Amendment") to
amend our Annual Report
on Form 10-K for
the year ended December
31, 2023, originally
 filed with the Securities and Exchange Commission (the "SEC")
on March 27, 2024 (the "Original 10-K") to (i) include the
 required by Items 10
through 14 of Part
III of Form 10-K
and (ii) amend Item
15 of Part IV
of the Original 10-K
to update the exhibit
 list. The information required
by Items 10
through 14 of
Part III of
Form 10-K was
previously omitted from the
Original 10-K in
reliance
 on General Instruction G(3) to Form 10-K, which permits the information
in the above referenced items to be incorporated in the Form
 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.
We are
 filing this Amendment
to include
Part III information
in our
Form 10-K because
a definitive
proxy statement containing
such information
 will not be filed by Vaxxinity
within 120 days after the end of the fiscal year covered by the Form 10-K.
 In accordance with
Rule 12b-15 under
the Securities Exchange
Act of 1934,
as amended (the "Exchange
Act"), Part III, Items
 through 14 of
the Original 10-K
are hereby amended
and restated in their
entirety.
Additionally, in
accordance with Rules
12b-15 and
 13a-14 under the Exchange Act,
we have amended Part IV,
Item 15 to include currently dated
certifications pursuant to Section 302
of
 the Sarbanes-Oxley Act
of 2002. Since
no new financial statements
have been included
in this Amendment
and this Amendment does
 not contain or
amend any disclosure
with respect to
Items 307 and
308 of Regulation
S-K, paragraphs
3, 4, and
5 of the
certifications
 have been
omitted. Similarly,
since no
financial statements
have been
included in
this Amendment,
certifications pursuant
to Section
 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
 Except for the changes to Part III and
Item 15 of Part IV, including the filing of related certifications added to the exhibit list in
Part
 IV,
this Amendment makes
no changes to
the Original 10-K.
This Amendment does
not reflect events
occurring after the
filing of the
 Original 10-K or modify disclosures affected by subsequent events. Terms used but not otherwise
defined in this Amendment have such
 meaning as ascribed to them in the Original 10-K.
 BACKGROUND
is a biotechnology company currently focused
on developing product candidates for human
use in the fields
of neurology
 and coronaviruses utilizing its
"Vaxxine
Platform"—a peptide vaccine technology
first developed by United Biomedical,
Inc. ("UBI")
 and subsequently refined over the last two decades. The Company was formed through the combination of two separate businesses that
 originated from
UBI in
two separate
transactions: a
spin-out from
UBI in
2014 of
operations focused
on developing
chronic disease
 product candidates that resulted in United Neuroscience ("UNS"), and a second spin-out from
UBI in 2020 of operations focused on the
 development of a
COVID-19 vaccine that
resulted in C19
Corp. ("COVAXX").
On February 2, 2021,
was incorporated for
 the purpose of reorganizing and combining UNS and COVAXX and on March 2, 2021, did so by acquiring all of the outstanding equity
 interests
of
UNS and
COVAXX
pursuant
to
a contribution
and
exchange
agreement
(the "Contribution
and
Exchange
Agreement")
 whereby the existing equity
holders of UNS and
COVAXX contributed their equity interests in each of UNS
and COVAXX in exchange
 for equity in Vaxxinity
(the "Reorganization"). In November,
2021, the Company closed its initial
public offering of
Class A common
 stock (the "IPO"). On December 30, 2022, COVAXX
merged with and into Vaxxinity.

 VAXXINITY
,
INC.
 FORM 10-K/A
................................................................................................................................................................................................... 1
 Item 10.
 Directors, Executive Officers and Corporate Governance
......................................................................................... 1
 Item 11.
 Executive Compensation
............................................................................................................................................... 5
 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
........... 13
 Item 13.
 Certain Relationships and Related Person Transactions, and Director Independence
......................................... 15
 Item 14.
 Principal Accountant Fees and Services
.................................................................................................................... 18
.................................................................................................................................................................................................... 19
 Item 15.
 Exhibits and Financial Statement Schedules
............................................................................................................. 19
 SIGNATURES
....................................................................................................................................................................................... 22

 PART
III
 Item 10.
Directors, Executive Officers and Corporate Governance
 Board of Directors

 The table below identifies and sets forth certain information regarding our directors
as of April 22, 2024.
 Committees
 Director
 Age
 Audit
 Nominating and

 Governance
 Louis Reese (Executive Chairman)
 Peter Diamandis
 X
 X
 Chair
 X
 Landon Ogilvie*
 X
 X
 Gabrielle Toledano
 X
 Chair
 Chair
 * Lead Independent Director
 is one
two co-founders and
is the
Executive Chairman
Company.
Mr. Reese
has served
in this
role for
the
 Company since
the Reorganization
and was
previously a
director of
both UNS
and COVAXX
since September
2014. Mr.
Reese has
 also been
a director
and a
member of
the executive
committee of
UBI since
2014. He
was also
a director
of ShenLian
Biotech from
 2010
to
2014.
Mr. Reese
is
also
the co-founder of
an
investment
and
advisory
firm
with
active
investments
in
real
estate,
energy,
 hospitality and
life sciences.
His investments
focus on
achieving global
impact in
critical important
areas through
innovative models
 and
approaches.
He received
his B.A.
from
University
of
Pennsylvania.
We
believe
Mr. Reese
is qualified
to serve
board
of
 directors based on
the perspective and
experience he brings
as a member
of the executive
committee of UBI
and as an
investor in life
 sciences companies.
, one of
our two co-founders, is
our President and
Chief Executive Officer
and is one of
our directors. Ms. Hu
has served
 in these roles for
the Company since the
Reorganization and was previously a
director of both UNS,
since October 2014, and
COVAXX,
 since March 2020. Ms. Hu has
also been a director and
a member of the executive committee
of UBI since 2010 and
a director of United
 BioPharma,
Inc.
("UBP")
since
March
2020.
Ms. Hu
was
formerly
a
consultant
at
McKinsey &
Company
where
she
advised
 pharmaceutical companies
on strategic, operational
and organizational
issues. She was also
a director of
ShenLian Biotech from
2010
 to 2014. Ms. Hu is also co-founder of an investment and advisory group with active investments in real estate, energy and life sciences.
 She has
been named
to Time
100 Next
list, Fortune
40 under
40 and
Young
Global Leaders
of World
Economic Forum.
She holds
a
 B.A. from
University of
Pennsylvania and
a J.D. from
Harvard Law
School. We
believe Ms. Hu
is qualified
to serve
board of
based
on
the
perspective
she
brings
as our
Chief
Executive
Officer,
her experience
in
the
biotechnology
and
life
sciences
 industries and her success in leading the spin-outs of UNS and COVAXX
from UBI.
 Peter Diamandis,
MD

has served
as a
director of
the Company
since the
Reorganization and
was previously
a director
of COVAXX
 since March
2020. Dr.
Diamandis has
been the
Chief Executive
Officer of
PHD Ventures,
Inc., his
personal holding
company for
his
 writing, speaking and
consulting activities, since
October 1993. Dr. Diamandis has started more
than 24 companies
in the
areas of human
 longevity,
space, venture capital and
education, including as a co-founder
of BOLD Capital Partners
in 2015, a venture
fund investing
 in exponential
technologies, and
as the
founder and
Executive Chairman
XPRIZE Foundation,
a non-profit foundation
which,
 since 1996, has designed and operated large
-scale incentive competitions for the development of
new technologies that may help solve
 some of mankind's major challenges. In
the area of human longevity, he has helped found Human
Longevity, Inc., for which he served
 as a director
from 2013 until
December 2018, Celularity
Inc., for which
he served as
Vice Chairman
from July 2017
to July 2021
and
 as a director
starting in July
2021, and Fountain
Therapeutic Services, Inc.,
for which he
has served as
Chairman since
January 2019.
 He is also the executive founder of Singularity University,
a graduate-level Silicon Valley
institution founded in 2010 that counsels the
 world's leaders
on exponentially growing
technologies. He also served
as a director of DPCM
Capital, Inc. from
October 2020 until it
 completed its business combination with D-Wave
Systems Inc. in August 2022, and as a director of Software Acquisition Group Inc. II
 from September 2020 until it completed its business combination with Otonomo
Technologies Ltd. in
August 2021.
 Dr. Diamandis is also a New
York
Times best-selling author.
He earned degrees in Molecular Engineering and
Aerospace Engineering
 from Massachusetts
Institute of
Technology
and holds an
M.D. from
Harvard Medical School.
We
believe Dr.
Diamandis is qualified
 to serve on the board of
directors based on his experience investing in,
working with and co-founding companies in the life sciences and
 technology industries.

has served as a
director of the Company
since January 2022. Mr.
Hornig is also Managing
Partner and Co-Founder
of
 The Seed
Lab, an
early-stage venture
fund that
he joined
in January
2019, and
a director
for Syntax
Advisors, an
investment advisor
 (since January
2018). From
2010 to
2016, Mr.
Hornig was Senior
Managing Director
and COO
of PineBridge
Investments (formerly
 AIG
Investment
Management).
Prior
to
joining
PineBridge,
Mr.
Hornig
spent
eleven
years
at
Credit
Suisse
Asset
Management
as
 Managing Director and Global
COO. From 1993 to
1999, Mr. Hornig was Executive Vice President of
Deutsche Bank Americas. Earlier
 in his career, Mr. Hornig was Managing Director and COO of Wasserstein Perella & Co, worked in the M&A group of First Boston and
 was an
Associate
with the
law
firm
of Skadden,
Arps, Slate,
Meagher
& Flom
LLP.
During
his career,
Mr.
Hornig has
served
as a
 Director of
Forrester Research,
Unity Mutual
Life, Veridian
Group, KBL
Merger Corp
IV,
Office Tiger,
Daily Candy
and Merchants
 Preferred. Recently,
Mr.
Hornig previously
served as the
Chairman of
Xometry,
an AI-driven platform
for on-demand
manufacturing
 of industrial parts,
from 2013 until 2023
and as a
co-chairman of Healthwell
Acquisition Corp. I,
a special acquisition
from
 July
2021
until
its
liquidation
and
dissolution
in
December
2023.
Mr.
Hornig
received
his
A.B.,
J.D.
and
M.B.A.
from
Harvard
 University.
We
believe Mr.
Hornig is
qualified to
serve on
the board of
directors based
on his
service on
public company
boards and
 financial industry experience.
 Landon Ogilvie

has served
as a
director of
the Company
since February
2023. Mr.
Ogilvie currently
serves as
CEO of
Co-West
Inc.
 and has been in this
position since 2017. He is also
CEO of Destination Systems, a logistics
company in Colorado.
He has over 20 years
 of experience in logistics, risk
management, operations management, government contracts and organizational leadership across
diverse
 industries and has
served on numerous boards.
He began his career
in the risk management
sector where he was
a partner in Gans
and
 Smith Insurance. Mr. Ogilvie has
been a serial entrepreneur both as a founder and acquirer of businesses in highly regulated
industries,
 such as insurance, finance, and oilfield waste management.
We believe Mr.
Ogilvie is qualified to serve on the board of directors based
 on his service on company boards and extensive business management
experience.

has served as
a director of
the Company since February
2023.
Mr. Smith
is currently the
CEO of InvitedHome
Inc. and
 has served in this position since 2018.
Prior to that Mr. Smith was CFO of InvitedHome Inc.
from 2014 to 2017 and CFO of
Mogul Inc.
 from 2012 to 2014.
Mr. Smith
was a member of
the Board of Directors
of YourFare
Inc. from 2017 to
2023. Earlier in his
career Mr.
 Smith
was
a
Financial
Analyst
for
Westfield
and
an
Auditor
with
Ernst
&
Young.
Mr Smith
received
a
Bachelor
of Commerce
&
 Bachelor of
Business from
the University of
Queensland (Australia)
and a
Diploma in
Financial Markets
from the
Financial Services
 Institute of Australasia
(FINSIA). We believe Mr. Smith is qualified to
serve on the
board of directors
based on his
managerial, financial,
 fundraising & M&A experience while serving as CEO, CFO, co-founder,
investor and board member for several companies.
 Gabrielle

has
served
as a
director
of
the
Company
since
February
2023.
Ms.
currently
serves
Board
of
 Directors
as Chairman
Committee
for Lilium
and
Velo3D
and has
been
the COO
for
Keystone Strategy
since
 January 2020.
Ms. Toledano served on the boards
for Bose Corporation from
June 2020
until October 2022 and
the Namely Corporation
 from February
2019 until
September of 2022.
Prior to
Keystone, Ms.
was Executive
in Residence
for Comcast
Ventures
in
 2019 and Chief People Officer
at Tesla
from 2017 to 2018.
Ms. Toledano
served as Chief Talent
Officer at Electronic Arts from
2006
 to 2017 and Chief Human Resources Officer for
Siebel Systems from 2002 to
2006.
During her career she has also
served on the boards
 of Glu
Mobile, Visier,
Jive Software,
TalentSky
and Jhana
Software.
From 1991
to 2002,
Ms. Toledano
served in
human resources
 leadership
positions
with
Microsoft
and
Oracle.
Ms.
received
her
undergraduate
and
graduate
degrees
from
Stanford
 University.
We
believe
Ms.
is qualified
to serve
board of
based on
her extensive
executive management
 experience at public companies.
 Executive Officers
 The table below identifies and sets forth certain information regarding our executive
officers as of April 22, 2024.

 Executive Officer
 Age
 Position
 Co-Founder, President, Chief Executive
Officer and Director
 Executive Chairman
 Sumita Ray
 Chief Legal, Compliance & Administrative Officer
 Jason Pesile
 Chief Accounting Officer

 Biographical information for Mei Mei Hu and Louis Reese is set forth
above under "—Board of Directors."
 Sumita Ray,
J.D
. has
served as
our Chief
Legal, Compliance
and Administrative
Officer since
October 2023.
Prior to
that, Ms.
Ray
 served
as
Chief
Legal,
Compliance
&
Administrative
and
Corporate
Secretary
at
Instil
Bio,
Inc.
(Nasdaq:
TIL),
a
public
 biotechnology company,
from April 2022
to May 2023. Previously,
from September 2017
to April 2022,
she served as Chief
Legal &
 Administrative Officer, overseeing the Legal, Compliance, Human Resources, IT and Facilities
functions of Calithera Biosciences, Inc.,
 a public
biotechnology company.
Prior to
joining Calithera,
she served
as Chief
Compliance Officer
and Associate
General Counsel,
 Head of Healthcare and Regulatory Law at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired
by AbbVie Inc. (NYSE: ABBV)
 in May 2015, where she supported the company through the
global approval and launch of Imbruvica in multiple indications from April
 2013
to
November 201
5.
Previously,
Ms.
Ray served
as Head
of BioNeurology
& Regulatory
Law
Group at
Elan Pharmaceuticals,
 Corporate Counsel, Commercial Law Group at Genentech, Inc. and Corporate Counsel at AstraZeneca (Nasdaq: AZN). Ms. Ray is also

 the principal
and sole
member of
FifthRay Consulting,
LLC, a
consulting
company for
life science
companies, since
its founding
in
 November
2015.
Ms. Ray
serves
as a
member
of
the
board
of
of
Biomea
Fusion,
Inc.
and
also
on
the
Advisory
Board
of
 BioTrillion, a healthtech startup developing digital biomarkers for disease detection. Ms. Ray started her career as a pharmaceutical and
 products liability litigator at Montgomery,
McCracken, Walker
and Rhoads LLP.
Ms. Ray holds a J.D. from Temple University School
 of Law and a B.S. in Microbiology from the University of Arizona.

 Jason Pesile

is our
Chief Accounting
Officer.
Mr.
Pesile has served
in this role
since March
2024. Prior
to that,
Mr.
Pesile served
as
 our Senior Vice
President, Finance and Accounting since
January 2022.
Mr. Pesile is a
finance executive with more than twenty
years
 of experience in the
biopharmaceutical space and previously
served as Vice
President Finance, Corporate
Controller at Beyond Spring
 Pharmaceuticals,
a
pharmaceutical
research
from
September
2020
to
December
2021.
Prior
to
that,
Mr.
Pesile
was
the
 Executive
Director,
Finance,
at
Progenics
Pharmaceuticals,
Inc.,
a
pharmaceutical
research
from
November
2016
to
July
 2020.
He
has
worked
at
multiple
biopharma
companies
in
the
past
ten
years,
where
he
led
various
aspects
of
operations,
 including
accounting,
reporting,
audit
and
planning.
Earlier
in
his
career,
Mr.
Pesile
worked
in
management
 consulting, and
as a global
project manager
at Schering-Plough
and Merck focused
on post-merger
integration. Jason
graduated from
 the Wharton School
of the University
of Pennsylvania with
a B.S.
degree in Finance
and holds an
MBA from Columbia
Business School.
 He is a Certified Public Accountant in the State of New Jersey.
 Family Relationships
 Mei Mei Hu, our Chief
Executive Officer and Director,
and Louis Reese, our Executive
Chairman, are married to each
other. Mei
Mei
 Hu,
Louis
Reese,
one
of
their
affiliates
and
UBI
are
party
to
the
Voting
described
in
the
sectioned
titled
"Certain
 Relationships and Related Person Transactions,
and Director Independence – Voting
Agreement."
 Corporate Governance
 Stockholder Director Nominations
 There have been no material changes to the procedures by which shareholders may
recommend nominees to the board of directors.
 Information Regarding Our Audit Committee
 The audit committee currently consists of George
Hornig, Gabrielle Toledano
and James Smith. The board of directors has determined
 that each
member of
the audit
committee satisfies
the independence
requirements under
the Nasdaq
listing standards
and Rule
10A-
 3(b)(1)
Securities Exchange
Act of
1934, as
amended ("Exchange
Act"). Mr.
Hornig is
the chair
audit committee.
The
 board of directors has determined
that Mr. Hornig
is an "audit committee financial
expert" within the meaning of SEC
regulations. All
 members
of
the
audit
committee
meet
the
requirements
for
literacy
under
the
applicable
Nasdaq
rules
and
regulations.
In
 arriving at these determinations, the
board of directors has examined each
audit committee member's scope of experience
and the nature
 of his or her employment.

 Code of Conduct and Ethics
 We
have
adopted
a code
of conduct
and ethics
(the "Code
of Conduct")
that applies
to all
directors, officers
and employees,
 including
our
principal
officer
and
principal
officer.
Our
Code
of
Conduct
is
available
under
the
Corporate
 Governance section of the Investors page of our website at www. Vaxxinity.com.
In addition, disclosures regarding any amendments to,
 or waivers of, any provisions of
our Code of Conduct that apply
to our directors, principal executive officer or principal financial
officer
 will be
included
in a
Current Report
on Form
8-K within
four business
days following
the date
amendment or
waiver,
unless
 website posting
or the
issuance of a
press release
of such amendments
or waivers
is then permitted
by the rules
of The Nasdaq
Stock
 Market.
 Delinquent Section 16(a) Reports
 Section 16(a) of the Exchange Act requires executive officers, directors
and persons who own more than 10% of a registered class of
 our equity securities to file reports of ownership with the Securities and Exchange
Commission (the "SEC"). Based solely on our
 review of the copies of such forms received by us and related written representations,
we believe that during the fiscal year ended
 December 31, 2023, all filing requirements were timely satisfied except
for: one late filing of a Form 4 due to an administrative error
 for each of Katherine Eade, George Hornig, Landon Ogilvie, James
Smith and Gabrielle Toledano
to report the grant of 132,352 stock
 options in each case; two late filings of Form 4s due to administrative errors
for Peter Diamandis,
MD to report three transactions, the
 grant of 132,352 stock options, the exercise of 46,500 stock options and the exercise of
429,037 stock options; two late filings of Form
 4s due to administrative errors for Peter Powchik,
MD to report two transactions, the grant of 132,352 stock options and the grant of
 159,744 stock options; one late filing of a Form 4 due to an administrative error
for Lou Reese to report three stock option grants of
 620,000 stock options, 61,607 stock options and 301,188 stock options; one
late filing of a Form 4 due to an administrative error for
 Mei Mei Hu to report two stock option grants of 620,000 stock options and 73,928 stock options;
one late filing of a Form 4 due to an

 administrative error for Ulo Palm to report the grant of 123,418 stock options;
one late filing of a Form 4 due to an administrative
 error for Rene Paula Molina to report the grant of 116,612
stock options; one late filing of a Form 4 due to an administrative error for
 Jason Pesile to report the grant of 32,700 stock options; and one late filing of
a Form 4 due to an administrative error for Sumita Ray
 to report the grant of 425,000 stock options.

 Item 11. Executive Compensation

 Executive Compensation
 We qualify
as an "emerging growth company" under the Jumpstart Our
Business Startups Act of 2012. As a result, we are permitted to
 and
rely
on
exemptions
from
certain
disclosure
requirements
that
are
applicable
to
other
companies
that
are
not
emerging
growth
 companies. Accordingly, we have included compensation information for only our principal executive officer, our two next most highly
 compensated executive
officers serving
at fiscal year-end and
two former executive
officers who
would have been
included as
one of
 the foregoing had
they been serving
at fiscal year-end.
We
have not included
a compensation discussion
and analysis of our
 compensation programs or tabular compensation information other than the Summary Compensation Table
and the Outstanding Equity
 Awards
table. In
addition,
for so
long as
we
are an
emerging
growth
we will
not
be required
to submit
certain
 compensation matters to our stockholders for advisory votes, such as "say-on-pay"
and "say-on-frequency" of say-on-pay votes.
 We will remain an
emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026 (the last day of the fiscal
 year following the
fifth anniversary of
the consummation of
our initial public
offering), (b) the
last day of
our fiscal year
in which we
 have a total annual gross
revenue of at least $1.235 billion,
(c) the date on which
we are deemed to be a "large
accelerated filer" under
 the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued
 more than $1.0 billion in non-convertible debt securities during the
previous three years.
 We are
also a "smaller reporting
company" as defined in
the Exchange Act. We
may continue to be
a smaller reporting company
even
 after we are
no longer
an emerging
growth company.
We
may take
advantage of
certain of the
scaled disclosures available
to smaller
 reporting companies and will be able
to take advantage of these
scaled disclosures for so long as
the market value of our
voting and non-
 voting common stock
held by non-affiliates
is less than $250.0
million measured on
the last business day
of our second
fiscal quarter,
 or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and
 non-voting
stock
held
by
non-affiliates
is
less
than
$700.0 million
measured
on
the
last
business
day
of
our
second
fiscal
 quarter.
 Overview
 This
section
discusses the
material
components
2023
compensation
program
for our
"named
officers"
or
"NEOs".
 These NEOs for 2023 are:

 Mei Mei Hu, Co-Founder, President, Chief Executive
Officer and Director;

 Louis Reese, Co-Founder and Executive Chairman;

 Sumita Ray, Chief Legal,
Compliance & Administrative Officer;

 Dr. Ulo Palm, former Chief Medical Officer;
and

 Ren Paula Molina, former Senior Vice
President, Legal & Business Affairs, General Counsel and Secretary.

 Summary Compensation Table
 The following table presents the compensation for services
provided to us by our named executive
officers for the fiscal years indicated.

 Name and Principal
 Position
 Year
 Salary ($)
 (1)
 Bonus ($)
 (2)
 Option
 Awards ($)
 (3)
 Nonequity
 Incentive Plan
 ($)
 (4)
 All Other
 ($)
 (5)
 Total
($)
 2023
 307,672
 —
 1,015,188
 —
 37,471
 1,360,351
 Chief Executive Officer
 2022
 400,000
 115,705
 —
 —
 16,069
 531,774
 2023
 238,104
 —
 1,015,188
 —
 37,471
 1,290,763
 Executive Chairman
 Sumita Ray
 2023
 107,500
 4,300
 357,850
 27,950
 3,307
 500,907
 Chief Legal, Compliance
 and Administrative Officer
 Ulo Palm
 2023
 337,500
 —
 202,085
 —
 13,200
 552,785
 Former Chief Medical
 2022
 450,000
 135,000
 376,000
 —
 961,000
 Ren Paula Molina
 2023
 310,480
 —
 190,942
 —
 43,200
 544,622
 Former Senior Vice
 President, Legal and
 Business Affairs
 2022
 362,500
 108,750
 —
 8,878
 480,128
 (1)
Mr. Reese was granted 150,594 options in lieu of salary for the fiscal year ended
December 31, 2023. The amounts reported here represent
the grant date fair value
 of stock options, calculated in
accordance with Accounting Standards
Update 718, "Compensation—Stock
Compensation (Topic 718)." For additional information,
 see Notes 2 and 11 to our consolidated financial
statements included in the Original 10-K.
The assumptions used in calculating the
grant date fair value of the stock
 options reported in this
table are set forth in the section of the Original 10-K titled "Management's
Discussion and Analysis of Financial Condition and Results of
 Operations— Critical Accounting Policies and Estimates—Stock-Based
Compensation."
 Ms. Ray joined the Company on October 1, 2023. For 2023,
Ms. Ray's salary reflects a partial year of employment.
 Dr. Palm resigned from the Company effective September 30, 2023.
For 2023, his salary represents payment from January
1, 2023 through that date.
 Mr. Paula resigned from the Company effective November 3, 2023. For 2023, his salary
represents payment from January 1, 2023 through that
date.
 (2)
The amount shown in this column for Ms. Ray reflects
the discretionary portion of her 2023 bonus, as described
under "—Bonuses" below.
 Ms. Hu and Mr. Reese
did not receive
bonuses with respect
to services performed
for the fiscal
year ended December 31,
2023 because prior
to the board
of directors
 or compensation committee determining
any bonuses for
that year they
informed the compensation committee
that they would
decline any bonus
the committee
 might otherwise choose to award.
 Ms. Hu was granted 73,928
options in lieu of a cash bonus
with respect to performance during
the fiscal year ended December 31,
2022. The amounts reported here
 represent the grant date fair value of stock
options, calculated in accordance with Accounting
Standards Update 718, "Compensation—Stock
Compensation (Topic
 718)." For additional information, see Notes 2 and 11
to our consolidated financial statements included in the Original 10-K.
The assumptions used in calculating
 the grant date fair value of the stock options reported in this
table are set forth in the section of the Original 10-K titled "Management's Discussion
and Analysis of
 Financial Condition and
Results of Operations—
Critical Accounting Policies
and Estimates—Stock-Based
Compensation." The amount
reported has been
amended
 to reflect the correction
of an error
in the calculation
of grant date fair
value reported in
the Company's definitive proxy
statement relating to
its 2023 annual meeting
 of stockholders.
 Dr. Palm's and Mr.
Paula's discretionary bonuses for services performed in 2022 were paid in 2023. Dr. Palm elected to defer payment of his 2022
bonus in return
 for the opportunity to receive either (a) 1.25
times such amount in the event certain corporate
milestones were achieved in 2023 or (b).75 times
such amount in the
 event such milestones were not achieved. Because Dr. Palm left the Company before the end of 2023, he was paid.75 times the amount of the discretionary bonus
 he earned for 2022, or $101,250, rather than the full $135,000
discretionary bonus he earned for his services performed in
2022.
 (3)
The amounts reported here represent the grant date fair value of stock options, calculated in accordance with Accounting
Standards Update 718, "Compensation—
 Stock Compensation
(Topic
718)." For
additional information,
see Notes
2 and
to our
consolidated financial
statements included
in the
Original 10-K.
The
 assumptions
used
in
calculating
the
grant
date
fair
value
of
the
stock
options
reported
in
this
table
are
set
forth
in
the
section
of
the
Original
titled
 "Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Critical
Accounting
Policies
and
Estimates—Stock-Based
 Compensation."
 (4)
The amount reported in this column for Ms. Ray represents the
amount earned pursuant to our annual cash incentive awards program. See
"Narrative Disclosure to
 Summary Compensation Table—Bonuses" below.

 (5)
For Ms. Hu and Mr. Reese the amounts
shown represent the aggregate incremental cost of personal use of our corporate airplane. Aggregate incremental cost was
 determined by taking the
variable costs to the
Company of owning and
operating the corporate airplane
in 2023 and
2022, as applicable, and
multiplying it by a
 fraction which represents
the portion of
the usage of
the airplane in
those years that
was determined to
be personal use
by Ms. Hu
and Mr.
Reese. Occasionally
 family members of
Ms. Hu and Mr. Reese
have accompanied them
on business travel
on our corporate
airplane, for which
we incurred
 de minimis

incremental costs.
 For Ms. Ray,
the amounts shown represent
the Company's matching
contributions to a 401(k)
plan. For Mr.
Paula, the amounts shown
represent the Company's
 matching contributions to a retirement 401(k) plan and fees paid
to Mr. Paula pursuant to
his consulting arrangement described below. For
Dr. Palm, the amounts
 shown represent the Company's matching
contributions to a 401(k) plan.
 Narrative Disclosure to Summary Compensation Table
 The following describes the material elements of our compensation program for the fiscal year
ended December 31, 2023 as applicable
 to our NEOs and
reflected in the Summary
Compensation Table
above. We
continue to evaluate our
executive compensation program
 with the goal of aligning
executive compensation with stockholder
interests. As a result of
this evaluation, we expect
to make changes
 to further enhance
our compensation practices,
and future changes
may differ in
several respects
from our historical
program as described
 herein.
 Base Salary
 We
use base
salaries to
recognize the
experience, skills,
knowledge and
responsibilities required
for all
our employees,
including our
 NEOs.
Base
salaries
are
determined
based
on
the
individual's
responsibilities,
performance,
experience
and
what
we
determine
is
 appropriate and necessary to retain key talent, taking into consideration
the other forms of compensation we provide.
 During
2023
and
2022,
Ms. Hu's
base
salary
was $400,000.
Ms.
Hu waived
her base
salary
beginning
October 1,
2023.
Mr.
Reese
 elected to
receive a
grant of
options in
lieu of
his base
salary for
2023. Ms.
Ray's
base salary
is set
forth in
her offer
letter,
and was
 $430,000 in 2023, increasing to
$450,000 on January 1, 2024.
Dr. Palm's base salary was $450,000 in 2023
and 2022. Dr. Palm resigned
 from the
Company on
September 30, 2023.
Mr.
Paula's
base salary is
set forth in
his offer
letter, described
in more
detail below,
and
 was $375,000 in
2023 and $370,000
in 2022. Mr.
Paula resigned from
the Company on
November 5, 2023
and has been
retained as a
 consultant through October 31, 2024. Mr.
Paula's consulting agreement is described
below.
 Bonuses
 None of
our NEOs is
contractually entitled
to an annual
bonus or other
annual incentive compensation,
however, Ms.
Ray is, and
Dr.
 Palm and Mr.
Paula were, eligible for
an annual cash bonus
targeted at 40% of
base salary under their
offer letters. In connection
with
 their departures, Dr. Palm and Mr.
Paula were not, however, eligible to receive an annual
cash bonus for 2023.
 Ms. Ray's
2023 bonus opportunity
was prorated for
the portion of
the year she
was employed by
the Company and
was subject to the
 Company's achievement
of five equally-weighted corporate goals consisting of one regulatory goal,
two clinical goals, one intellectual
 property development goal
and one corporate
culture goal. The
regulatory goal was
not achieved; the
two clinical goals were
partially
 achieved; the intellectual property development goal was achieved; and
the corporate culture goal was achieved.
Based on the foregoing
 achievement,
the
Committee
approved
the
funding
of
the
corporate
bonus pool
at
65%
of
target.
The
 Committee further exercised its discretion
to approve funding at an
additional 10% of target and
delegated authority to the Company's
 CEO to allocate such additional funding to the bonus pool participants in her discretion. Ms.
Ray received a payout of 75% of her target
 bonus amount, or $32,250 (65% of target based
on the Company's achievement
of the corporate goals and an additional 10% allocated
 to Ms. Ray in the CEO's discretion). The portion of this amount attributable to the achievement
of the corporate goals is set forth in the
 "Non-Equity Incentive
Plan Compensation"
column of
the Summary
Compensation Table
and the
portion of
this amount
awarded to
 Ms. Ray in the discretion of the CEO is set forth in the "Bonus" column of the Summary
Compensation Table.
 Prior to the board of directors or the compensation committee awarding them any cash
bonus for 2023, Ms. Hu and Mr. Reese informed
 the compensation committee that they would decline any cash bonus the
compensation committee might choose to award.
 Employee Benefits and Perquisites
 Our
NEOs
are
eligible
to participate
in
our
health
and
welfare
plans
same terms
and
conditions
as provided
to our
full-time
 employees generally.
Additionally,
in 2023 and
2022, the Company
allowed our CEO
and Executive Chairman
to have limited
use of
 the
corporate
plane
for
personal
travel,
the
costs of
which
were
considered
as
part
of
their
overall
compensation
package
from
the
 Company and are disclosed in the Summary Compensation Table
above.
 Retirement Benefits
 We maintain
a 401(k) plan that
provides eligible U.S. employees
with an opportunity to
save for retirement on
a tax advantaged basis.
 Beginning in 2022,
we offered to
match participant contributions
to their individual
accounts 100% up
to 4% of their
base salary.
Mr.
 Paula
received
matching
contributions
of
$8,878.45
in 2022.
We
do
not
provide
deferred
compensation,
defined
benefit pension
or
 nonqualified defined contribution benefits for our NEOs.

 Employment Agreements
 We currently
do not have a formal employment agreement or offer letter
with Ms. Hu or Mr. Reese.
 We
Ms.
Ray
with
an
offer
letter
in
connection
with
the
commencement
of
her
employment,
which
provides
for
at-will
 employment and
sets forth an annual
base salary of
$430,000 through
December 31, 2023 increasing
to $450,000 on
January 1, 2024,
 eligibility for an annual cash bonus targeted
at 40% of her base salary and an initial grant of stock
options with an aggregate grant date
 value of
$357,850. For
more information
on such
grant, see
the table
below under
"Outstanding Equity
Awards
as of
December
31,
 2023" and
its accompanying
footnote disclosure.
The offer
letter also
provides that
Ms. Ray
is eligible
to participate
in our
medical,
 dental and vision plans.
 We
Dr.
Palm
with
an
offer
letter
in
connection
with
the
commencement
of
his
employment,
which
for
at-will
 employment and set forth his annual base salary of $450,000, eligibility for an annual cash bonus targeted at 40% of his base salary and
 an initial
grant of
stock options
with an
aggregate grant
date value
of $2,276,442.
For more
information on
such grant,
see the
table
 below under
"Outstanding Equity
Awards
as of
December 31, 2023"
and its
accompanying footnote
disclosure. The
offer
letter also
 provided that Dr. Palm was eligible to
participate in our medical, dental and vision plans.
 We
Mr.
Paula
with
an
offer
letter
in
connection
with
the
commencement
of
his
employment,
which
for
at-will
 employment and set forth an annual base salary of $325,000 (which salary was increased to $370,000 in 2023), eligibility for an annual
 cash bonus
targeted at
40% of
his base
salary and
a grant
of stock
options with
an aggregate
grant date
value of
$769,604. For
more
on such
grant, see
the table
below under
"Outstanding
Equity Awards
as of
December 31,
2023" and
its accompanying
 footnote disclosure. The offer letter also provided that
Mr. Paula was eligible to participate in our medical,
dental and vision plans.
 In connection with Mr.
Paula's departure
in November 2023, we entered
into a consulting agreement
pursuant to which he
advises the
 Company on legal, human
relations and governance matters
for up to
three hours per
month through October 31, 2024.
As consideration,
 he is entitled to receive a retainer of $2,500 per month, payable on
the 15th of each month.
 Repricing of Options

 On February 26, 2024, our
board of directors created
a special committee (the "Special
Committee") comprised of
George Hornig and
 Gabrielle Toledano,
two disinterested
and independent
directors, to
consider a
potential repricing
of outstanding
options to
purchase
 shares
of
the
Company's
Class
A
stock
and/or
Class
B
stock,
and
delegated
to
such
Special
Committee
the
full
 powers, authority and discretion of the board of directors to review
and approve the terms and conditions of any potential repricing.

 On March 8, 2024,
the Special Committee approved
a repricing of
certain outstanding options
to purchase shares
of Class A
 stock and Class B common
stock (the "Repricing") held by certain
of our employees, including our executive
officers, consultants and
 officers as described
in more detail below.
On March 10, 2024, following
approval by the Special
Committee, Louis Reese, Blackfoot
 Healthcare Ventures LLC, United Biomedical,
Inc. and Mei
Mei Hu,
together the holders
of a
majority in voting
power of the
outstanding
our common
stock (the
"Majority Stockholders"),
approved the
repricing of
Eligible Employee
Options (as
defined below)
 that were granted
to certain employees,
including certain executive
officers, and
consultants under our
the Company's
2021 Omnibus
 Incentive Compensation
Plan (the
"2021 Omnibus
Plan") and
the 2021
Stock Option
and Grant
Plan (the
"2021 Stock
Option Plan")
 (such options, the "Employee
Options"),
in accordance with the
2021 Omnibus Plan and
as described in more
detail below (the repricing
 of such Eligible Employee Options granted under the 2021 Omnibus Plan,
the "2021 Omnibus Plan Repricing").
 The Repricing generally applied
to (a) underwater
options to purchase shares
of the Company's Class
A common stock that
were granted
 to employees (other than Mei
Mei Hu and Louis Reese),
including certain executive officers,
and consultants under the 2021
Omnibus
 Plan and the 2021 Stock Option and Grant Plan (the "2021 Stock Option Plan" and, together with the 2021 Omnibus Plan,
the "Plans")
 (such
options,
the
"Eligible
Employee
Options")
and
(b)
underwater
options
to
purchase
shares
of
Class
B
stock
granted
 pursuant to
stock option agreements
governed by
the terms of
the 2021 Stock
Option Plan
(the "Founder
Options" and,
together with
 the Eligible Employee Options, the "Eligible Options").
 As of March 8, 2024 (with respect to the Employee Options issued under
the 2021 Stock Option Plan and the Founder Options) and
 March 10, 2024 (with respect to the Employee Options issued under the 2021 Omnibus Plan) (as applicable, the "Repricing
Date"), the
 Eligible Options
were immediately
repriced such
that the
exercise price
per share
for such
options was
reduced to
$0.70, the
closing
 price of
the Company's
Class A common
stock on the
Nasdaq Global
Market on
March 8, 2024, the
most recent closing
price
 Company's
Class A common
stock prior
to the
Repricing, subject
to certain
retention and
other requirements
outlined below
and, in
 the
case
of
Employee
Options
issued
under
the
2021
Omnibus
Plan,
the
expiration
of
the
20-day
period
following
the
filing
of
a
 definitive Information Statement on Schedule 14C.

 Holders of the
Eligible Employee Options
may not exercise
the Eligible Employee
Options at the
reduced exercise price
until the end
 of a "Retention Period"
that begins on
the Repricing Date and
ends on the earlier
of: (a) December 31, 2024
and (b) a
Change of Control,

 as defined
in
the 2021
Omnibus
Plan.
If
an
employee
or consultant
exercises
an
Eligible
Employee
Option
prior
to the
end
of
the
 Retention Period, such employee or
consultant will be required to pay a premium
exercise price equal to the original exercise
price per
 share
of
such
Eligible
Employee
Option.
Options
subject
to
the
Repricing
that
are
held
by
Mei
Mei
Hu
and
Louis
Reese
will
be
 exercisable in accordance with their terms, and shares of Class B common
stock acquired upon exercise of such options will be subject
 to a lock-up restriction
prohibiting sales for
a period of two
years from the
Repricing Date.
In addition, Mei Mei
Hu and Louis
Reese
 will not be eligible to receive annual equity grants in 2024 and 2025.
 The Special Committee approved the Repricing after multiple meetings,
careful consideration of various alternatives, a review of
other

 applicable factors
and with
the advice
Company's
independent compensation
consultant. The
Special Committee
designed the

 Repricing, with
the original exercise
price applicable
to the Employee
Options during the
Retention Period,
and the extended
holding

 period
and
determination
not to
make
of
annual
grants
to
the
Founders
in
2024
and
2025,
to
provide
added
incentive
to
retain
and

 motivate the Company's employees and Founders to continue to work in the best
interests of the Company and its stockholders
without
 incurring the stock dilution resulting from significant additional equity grants or significant additional cash
expenditures
resulting from
 additional cash compensation. As of the date of approval of the Repricing,
nearly all of the stock options held by
continuing Company
 employees were "underwater," with exercise prices well above the current market price of the Company's
Class
A common stock. The
 Eligible Options previously had exercise prices ranging from $0.73
to $13.00 per share.
 Long-Term
Incentive Awards
 From time to time, we have granted stock options to our NEOs to purchase shares
of our Class A common stock, each with an exercise
 price no less than the fair market value of a share of Class A common stock on the date of grant.
 For
more
on
the
stock
options
granted
to
our
NEOs,
see
the
table
below
under
"Outstanding
Equity
Awards
as
of
 December 31, 2023" and its accompanying footnote disclosure.
 In the event an NEO terminates
employment for any reason, all
unvested stock options are forfeited.
In the event the termination
is for
 "cause," both vested and unvested stock options are forfeited.
 Clawback Policy
 As a public company,
if we are required to
restate our financial results due
to our material noncompliance
with any financial reporting
 requirements under the federal securities laws as a result of
misconduct, the President and Chief Executive Officer
and Chief Financial
 Officer may
be legally required
to reimburse our
Company for any
bonus or other
incentive-based or equity
-based compensation they
 receive
in
accordance
with
the
provisions
of
section
of
the
Sarbanes-Oxley
Act
of
2002,
as
amended.
Additionally,
we
have
 implemented a Dodd-Frank Act-compliant clawback policy,
as required by SEC rules.

 Outstanding Equity Awards
as of December 31, 2023
 The following
table presents
the outstanding
equity incentive
plan awards
held by
each named
executive officer
as of
December 31,
 2023.
 Option Awards
 Name
 Grant Date
 Number of
 Securities
 Underlying
 Unexercised
 Options
 Exercisable (#)
 Number of
 Securities
 Underlying
 Unexercised
 Options
 Unexercisable (#)
 Number of
 Securities
 Underlying
 Unexercised
 Unearned Options
 (#)
 Option Exercise
 Price Per Share
 ($)
 Option Expiration
 Date
 03/28/2018

(1)
 1,590,547
 —
 0.28
 3/28/2028
 01/26/2021
 (2)
 2,393,468
 —
 598,367
 10.07
 (9)
 1/26/2026
 01/26/2021

(3)
 181,501
 197,284
 10.07
 (9)
 1/26/2031
 (4)
 116,250
 503,750
 2.29

(5)
 73,928
 —
 2.29
 03/28/2018
 (1)
 2,346,547
 —
 0.28
 3/28/2028
 01/26/2021

(2)
 2,393,468
 —
 598,367
 10.07
 (9)
 1/26/2026
 01/26/2021
 (3)
 181,501
 197,284
 10.07
 (9)
 1/26/2031

(4)
 116,250
 503,750
 2.29
 (5)
 61,607
 —
 2.29

(6)
 301,188
 —
 2.29
 Sumita Ray
 11/01/2023
 (7)
 —
 425,000
 1.17
 (9)
 11/1/2033
 Ren Paula
 01/25/2021

(8)
 209,332
 —
 4.01
 (9)
 3/1/2031
 11/11/2021
 (8)
 42,066
 —
 (9)
 11/11/2031

(8)
 17,006
 —
 2.29
 (9)
 (1)
These time-based options
to purchase shares
of our Class A
common stock are
subject to a four-year
time-vesting period, with
25% vesting one
year after the
vesting
 commencement date and the remainder vesting in
equal installments each month during remainder of the
vesting period subject to continued service. The
vesting
 commencement date is January 1, 2018 for the options granted
to Ms. Hu and Mr. Reese.

 (2)
These performance-vesting options
to purchase shares of
our Class B common
stock are subject to
performance-based conditions with
80% vesting upon the
closing
 of our IPO and the
remaining 20% vesting
if the Class A
common stock maintains a
25% higher value than
the IPO offering price for
20 days out of any
consecutive
 30-day period subject
to continued service
on the vesting
date. These options
were originally issued
by a predecessor
entity prior to
the Reorganization and
converted
 to options to purchase our Class A common stock following the Reorganization. In August 2021, the Company canceled the options to purchase shares of Class A
 common stock in exchange
for an equal number of
options to purchase shares of
Class B common stock.
The options expire on the
fifth anniversary of the grant
 date. See
Note 11
"Equity Incentive
Plans" of
the consolidated
financial statements
in the
Original 10-K
for additional
information. Class
B common
stock is
 convertible to Class A common stock on a one-for-one basis and
has no expiration date.
 (3)
These time-based options to purchase shares of our Class B common
stock are subject to a four-year time-vesting period, with 25% vesting
one year after the grant
 date and the remainder vesting in equal installments each month during remainder of
the vesting period subject to continued service. These options were originally
 issued by a predecessor entity prior to
the Reorganization and converted to options to
purchase our Class A common stock
following the Reorganization. In August
 2021, the Company canceled the
options to purchase shares of
Class A common stock
in exchange for an
equal number of options to
purchase shares of Class B
 common stock. The options expire on the tenth anniversary of the grant
date. See Note 11 "Equity Incentive Plans"
of the consolidated financial statements in the
 Original 10-K for additional information. Class B common
stock is convertible to Class A common stock on a one-for-one
basis and has no expiration date.
 (4)
These time-vesting options to purchase
shares of our Class A common
stock are subject to a four-year time-vesting
period, with shares vesting ratably
on a monthly
 basis over that time period.
 (5)
These options to purchase shares of our Class A common stock were
granted in lieu of an annual cash bonus for the year 2022, and were fully vested at
the time of
 grant.
 (6)
These options to purchase shares of our Class A common
stock were granted to Mr. Reese in lieu of base salary for
the years 2022 and 2023.
They vested monthly
 from January 1, 2023 through December 31, 2023.
 (7)
These time-vesting options
to purchase shares
of our Class
A common stock
are subject to
a four-year
time-vesting period, with
25% vesting one
year after
the
 vesting commencement date
and the remainder
vesting in equal
installments quarterly during
remainder of the
vesting period subject
to continued service.
The
 vesting commencement date is October 1, 2023.
 (8)
Mr. Paula transitioned from an employee to a consultant
on November 3, 2023, with an end
date as consultant of October 31, 2024.
His outstanding options ceased
 vesting on November 3, 2023, and he will be eligible to exercise
them through 90 days after the completion of his
term as a consultant (i.e., January 31, 2025).
 (9)
Pursuant to the Repricing, as of the Repricing Date, these
options were repriced such that the exercise price per
share for such options was reduced to $0.70.

 Director Compensation
 Our board
of directors has
approved a policy
providing for annual
non-employee director compensation.
Under this policy,
each non-
 employee director
is eligible
to receive
cash and
equity compensation
for their
services on
our Board
of Directors.
Mei Mei
Hu, our
 President and Chief Executive Officer,
and Louis Reese, our Executive Chairman,
are also members of the board
of directors, but they
 did not receive any
additional compensation for service
as a director.
Peter Powchik,
MD was both a member of
the board of directors
 and Executive Vice
President, Global Scientific Director
from October 1, 2023
through December 31, 2023 but
he did not receive any
 additional compensation
for service
as a director
during this
period. In
addition, in
connection with
his becoming
an employee
 Company
and receiving
equity awards
in his
capacity as
an employee,
Dr.
Powchik forfeited
a portion
of his
annual director
equity
 award for 2023. The
compensation earned by or paid
to Dr. Powchik
in his capacity as an
employee of the Company
is set forth in the
 "All Other Compensation" column of the 2023 Director Compensation table below. The compensation earned by or paid to Ms. Hu and
 Mr.
Reese as named
executive officers
of Vaxxinity
for the fiscal
year ended
December 31, 2023
is set forth
in this item
above under
 "Executive Compensation—Summary Compensation Table."
 Each non-employee director is entitled
to receive an annual retainer of $40,000,
payable quarterly in arrears. Any
independent director
 who joins or vacates the board of directors mid-year will receive a prorated annual cash retainer during the director's year of service. In
 addition, the
lead independent
director of
the board of
directors, committee
chairs and
committee members
are entitled to
receive the
 following additional annual retainers, payable quarterly in arrears:

 $25,000 for the lead independent director;

 $20,000 for the chair of the audit committee;

 $15,000 for the chair of the compensation committee;

 $10,000 for the chair of the nominating and governance committee;

 $10,000 for each other member of the audit committee;

 $7,500 for each other member of the compensation committee; and

 $5,000 for each other member of the nominating and governance committee.
 Some of the directors serving on the board of directors in 2023 voluntarily agreed to waive their rights to cash
retainers for a portion of
 their service during 2023 (see "2023 Director Compensation" below).
 Each non-employee director continuing in service after each of our
annual stockholder meetings will automatically be granted a number
 of stock options to purchase shares of our Class A common stock determined by
dividing $270,000 by the 50-day moving average price
 of our Class A
common stock. Such annual grants will
vest on the earliest of
(1) the one-year anniversary of the
grant date (or applicable
 service start date for any
director appointed between annual stockholder meetings), (2)
the following year's annual stockholder meeting,
 and (3) a
"change of control"
(as defined in
the 2021 Omnibus
Plan), in each
case, subject to
such non-employee director's
continued
 service in such capacity through the vesting date.
 We intend to periodically evaluate the terms of compensation of our non-employee directors as part of our regular review of our overall
 compensation strategy.
 Stock options
granted to
our non-employee
directors under
the program
have an
exercise price
equal to
the fair
market value
 common stock on the date of grant and expire not later than ten years after
the date of grant.

 2023 Director Compensation
 The following table sets forth the compensation earned by our non-employee directors for their service on the board of directors
during
 2023:

 Fees Earned or
 Paid in Cash
 ($)
 (1)
 Option Awards
 ($)
 (2)
 All Other
 ($)
 (3)
 Total ($)
 Name
 Landon Ogilvie
 66,468
 —
 270,611
 Peter Diamandis
 29,783
 —
 233,936
 Peter Powchik
 10,000
 529,850
 744,003
 45,833
 —
 249,986
 Gabrielle Toledano
 55,833
 —
 259,986
 Katherine Eade
 41,667
 —
 245,820
 60,000
 —
 264,153
 Gregory R. Blatt
 —
 —
 —
 —
 (1)
Mr. Blatt, Mr.
Chui, Dr. Diamandis and Dr.
Powchik voluntarily agreed to waive their rights to cash retainers for their board services during the first half of 2023.

 Messrs. Blatt and Chui stepped down from the board on January
20, 2023 so received no cash retainers during 2023.
 (2)
The amounts reported reflect the grant date fair value of stock options computed in accordance with ASC 718. We
provide information regarding the assumptions
 used to calculate the
value of the option
awards in Note 14
to our consolidated financial statements
in the Original 10-K.
Any awards originally granted as
stock
 options to purchase common shares
of UNS or COVAXX for service as a director of UNS
or COVAXX were terminated and substituted with an option to
purchase
 shares of Class A common stock of Vaxxinity
in connection with the Reorganization. See Note 1 to our consolidated financial statements in the
Original 10-K for
 additional information. In connection with the commencement of his service
as an employee, Dr. Powchik forfeited 95,336 of the 132,252 stock options granted to
 him as part
of his annual
director equity award.
The following table
shows the aggregate number
of shares subject
to options held
by each of
our directors as
of
 December 31, 2023:
 Number of Class A Stock Options Held at Fiscal Year-
 End
 Peter Diamandis
 1,093,190
 329,492
 Peter Powchik
 (a)
 845,103
 Landon Ogilvie
 132,252
 132,252
 Gabrielle Toledano
 132,252
 (a)
Includes 584,744 options awarded to Dr. Powchik in his capacity as an employee of Vaxxinity.
 (3)
The amount reported reflects
compensation for Dr. Powchik's service
as an employee of
the Company in
2023, including $31,250
in base salary and
$498,600,
 which reflects the grant date fair
value of stock options awarded to
Dr. Powchik computed in
accordance with ASC 718 using the
assumptions described in Note 14 to
 our consolidated financial statements in the Original 10-K. Dr. Powchik did not receive
a cash bonus for 2023.

 Item 12.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The following
table sets
forth information
relating to
the beneficial
ownership of
our Class
A Common
Stock and
Class B
Common
 Stock as of April 15, 2024 for:

 each person, or group of affiliated persons, known by us to beneficially
own more than 5% of our common stock outstanding;

 each of our directors;

 each of our named executive officers for 2023; and

 all directors and executive officers as a group.
 Except as
noted by
footnote, and
subject to
community property
laws where
applicable, based
information provided
to us,
we
 believe that the
persons and entities named
in the table
below have sole
voting and investment
power with respect
to all shares shown
 as beneficially
owned by
them. The
beneficial ownership
percentages set
forth in
the table below
are based
on 112,873,552
 Class A Common Stock and 13,874,132 shares of Class B Common Stock outstanding as of April 15, 2024. Unless otherwise indicated
 by footnote below,
the address for each beneficial owner listed is c/o Vaxxinity,
Inc., 505 Odyssey Way,
Merritt Island, FL 32953.
 Shares Beneficially Owned
 (1)
 Percentage of
 Total Voting
 Power**
 Class A
 Class B
 No.
 %
 No.
 %
 Name of Beneficial Owners
 Directors and Executive Officers:
 (2)
 62,928,493
 52.63%
 14,557,063
 87.90%
 71.44%
 (3)
 3,192,409
 2.76%
 6,348,980
 39.03%
 15.84%
 Sumita Ray
 —
 *
 —
 —
 *
 Ulo Palm
 —
 *
 —
 —
 *
 Ren Paula Molina
 (4)
 268,404
 *
 —
 —
 *
 Peter Diamandis
 (5)
 1,880,803
 1.65%
 1,099,915
 7.93%
 4.52%
 (6)
 174,489
 *
 —
 —
 *
 Landon Ogilvie
 (7)
 165,202
 *
 —
 —
 *
 (8)
 194,612
 *
 —
 —
 *
 Gabrielle Toledano
 (9)
 132,352
 *
 —
 —
 *
 All directors and executive officers as a group (9
 persons)
 (10)
 65,514,983
 54.08%
 15,676,978
 82.61%
 64.56%
 Five Percent Holders:
 United Biomedical, Inc.
 (11)
 57,877,859
 50.42%
 —
 —
 22.24%
 *
Represents beneficial ownership or voting power, as applicable, of less than
one percent of our outstanding shares of common stock.
 **
Represents the voting power with respect to all shares of our Class A common stock
and Class B common stock, voting as a single class. Each share of Class
 A common stock will be entitled to one vote per share
and each share of Class B common stock will be
entitled to ten votes per share. Holders of our Class A common
 stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required
 by applicable law or our Charter.
 (1)
Beneficial ownership is determined according to the rules of
the SEC, which generally provide that a
person has beneficial ownership of a
security if he, she or it
 possesses sole or shared voting or investment power over that security. Under those
rules, beneficial ownership includes securities that the individual or entity has
 the right to acquire, such
as through the exercise of
warrants or stock options or the
vesting of restricted stock units within
60 days. Shares subject to warrants
or
 options that are
currently exercisable or
exercisable within 60
days or restricted
stock units that
vest within 60
days are considered
outstanding and beneficially
 owned by the person
holding such warrants,
options or restricted
stock units for the
purpose of computing
the percentage ownership
of that person but
are not treated
 as outstanding for the purpose of computing the percentage
ownership of any other person.

 (2)
Consists of (i) 5,518,961
shares of Class B
common stock held by
Ms. Hu, (ii) 271,655
shares of Class A
common stock held by
Blackfoot Healthcare Ventures
 LLC ("Blackfoot"), (iii) 4,212,495 shares of Class A common stock held by United Biomedical Inc., Asia ("UBIA") over which Ms. Hu has shared voting power,
 (iv) 1,858,225 shares
of Class
A common stock
subject to options
exercisable within 60
days of
April 15, 2024, (v)
2,709,122 shares of
Class B
common stock
 subject to options exercisable within 60 days of April 15, 2024 and, without duplication, (vi) the shares of common stock subject to the Voting Agreement that are
 disclosed under footnotes (3) and (11), pursuant to which Ms. Hu holds irrevocable proxies. Ms. Hu
and Mr. Reese are the sole shareholders of Blackfoot and may
 therefore be deemed to beneficially own the securities held by Blackfoot. We
do not believe that the parties to these voting agreements constitute a "group" under
 Section 13 of the Exchange Act, as Ms.
Hu exercises voting control over these shares. All of the
shares identified in this footnote are subject a Voting
 Except as set forth in this footnote, Ms. Hu has no voting or investment power over the securities beneficially owned by the other parties to the Voting
 and disclaims beneficial ownership of such securities.

 (3)
Consists of (i) 17,500 shares of Class A common stock held by Mr.
Reese, (ii) 3,955,512 shares of Class B common stock held by Mr.
Reese, (iii) 271,655 shares
 of Class A common stock held
by Blackfoot, (iv) 2,903,254 shares of
Class A common stock subject to
options exercisable within 60 days of
April 15, 2024 and
 (v) 2,393,468 shares of Class B common stock subject to options exercisable within 60 days of April 15, 2024. Ms. Hu and Mr.
Reese are the sole shareholders of
 Blackfoot and may
therefore be deemed
to beneficially own
the securities held
by Blackfoot. All
of the shares
identified in this
footnote are subject to
a Voting
 Agreement. Except as
set forth in
this footnote, Mr. Reese
has no voting
or investment power
over the securities
beneficially owned by
the other parties
to the Voting
 Agreement and disclaims beneficial ownership of such securities.
 (4)
Consists of 268,404 shares of Class A common stock subject
to options exercisable within 60 days of April 15, 2024.
 (6)
Consists of (i) 906,141 shares of Class A common stock held by Dr. Diamandis, (ii) 13,824 shares of Class A common stock held by the spouse of Dr. Diamandis,
 (iii) 1,099,915 shares of Class B common stock and (iv) 960,838
shares of Class A common stock subject to options
exercisable within 60 days of April 15, 2024.
 (7)
Consists of 32,850 shares of Class A common stock held by various members of Mr. Ogilvie's family and for which Mr. Ogilvie has voting and investment power
 and 132,352 shares of Class A common stock subject to
options exercisable within 60 days of April 15, 2024.
 (8)
Consists of (i) 8,058 shares of Class A common stock held by Mr. Smith, (ii) 54,202 shares of Class A common stock held by IO Fund,
LLC for which Mr. Smith
 shares voting and investment power and (iii) 132,352 shares of Class
A common stock subject to options exercisable within 60 days of
April 15, 2024. Mr. Smith
 disclaims beneficial ownership of the securities held by IO
Fund, LLC except to the extent of his pecuniary interest therein.
 (9)
Consists of 132,352 shares of Class A common stock subject
to options exercisable within 60 days of April 15, 2024.
 (10)
In addition to
the directors and
named executive officers
included in this
table, also includes
securities beneficially
owned by Jason Pesile.
Consists of (i)
56,701,857
 shares of Class A common stock,
(ii) 10,574,388 shares of Class B common
stock, (iii) 6,332,894 shares of Class A
common stock subject to options exercisable
 within 60 days of April 15, (iv) 5,102,590
shares of Class B common stock
subject to options exercisable within
60 days of April 15, 2024 and (v)
1,928,020 shares
 of Class A common
stock issuable upon the exercise of a warrant.
 (11)
Consists of (i) 51,737,344 shares of Class
A common stock held by United Biomedical,
Inc. ("UBI"), (ii) 1,928,020 shares of Class A
common stock issuable upon
 the exercise of the of a warrant owned by UBI and (iii)
4,212,495 shares of Class A common stock held by UBIA.
UBI is a majority shareholder in UBIA and may
 be deemed to share voting and investment power over the securities held by UBIA. Ms.
Hu, Mr. Reese and Ms. Hu's
father Nean Hu, together as a group, control
 more than 50%
of the equity
interests of UBI,
and together hold
voting and investment
control of all
shares held by
UBI. Under the
so-called "rule of
three," if
 voting and dispositive decisions regarding an entity's securities are made by
three or more individuals, and a voting or dispositive
decision requires the approval of
 a majority of those
individuals, then none
of the individuals is
deemed a beneficial owner
of the entity's securities. Each
of Ms. Hu, Mr. Reese and
Mr. Hu expressly
 disclaim beneficial ownership
of such shares,
except to the
extent of their
respective pecuniary interest.
All of the
shares identified in
clauses (i) and
(ii) of this
 footnote are subject to a Voting
Agreement. Except as set forth in this footnote, UBI
has no voting or investment power over
the securities beneficially owned by
 the other parties to the Voting
Agreement and disclaims beneficial ownership of such securities. The mailing address of UBI is 2622 Commerce Street, Dallas TX
 75226-1402.
 Securities Authorized for Issuance Under Equity Compensation Plans
 The following table
summarizes certain information,
as of December 31, 2023,
relating to our equity
compensation plans, which
were
 approved by the Company's
stockholders. See Note 11
of the consolidated financial
statements in the Original
10-K for a summary
of
 our equity compensation plan.

 Equity Compensation Plan Information
 Plan Category
 Number of securities to be
 issued upon exercise of
 outstanding options, warrants
 and rights(a)
 Weighted-average
exercise
 price of outstanding options,
 warrants and rights(b)
 Number of securities
 remaining available for
 future issuance under equity
 compensation plans
 (excluding securities reflected
 in column (a))(c)
 Equity compensation plans
 approved by security holders

 24,051,782
 (1)
 5.03

 6,266,663
 (2)
 Total
 24,051,782
 5.03
 6,266,663
 (1)
Consists of outstanding
options for 15,561,307
shares of Class
A common stock,
200,000 restricted stock
units of
Class A common
stock and outstanding
 options for 6,362,455 shares of Class
B stock, of which 11,389,851 Class A and 5,063,133
Class B options were exercisable, respectively.
The exercise price set forth in
 this table does not give effect to the Repricing described above.
 (2)
Consists of 6,266,663 shares reserved and remaining available for future awards under the 2021 Omnibus Plan and 2,300,000 shares reserved and remaining
 available for
issuance under
the Vaxxinity,
Inc. 2021
Employee Stock
Purchase Plan.
The reserve
for the
2021 Omnibus
Plan automatically
increases each
year on
 January 1st, beginning on January 1, 2023 and ending
(and including) January 1, 2030, by the
lesser of (i) 4% of the outstanding shares
of the Company's common stock
 on the immediately
preceding December 31, (ii)
the number of
shares determined
by the Compensation
Committee, if any
such determination
is made, and
(iii) the number
 of shares underlying any awards granted during the preceding calendar
year, net of the shares underlying awards canceled or forfeited under the 2021 Omnibus Plan.
On
 January 1, 2024, in accordance
with the automatic "evergreen"
provision of the 2021
Omnibus Plan, the maximum number
of shares that can
be issued under the
plan
 was increased to 16,401,213.

 Item 13.
Certain Relationships and Related Person Transactions,
and Director Independence
 Policies and Procedures on Transactions
with Related Persons
 The
board
of
has
adopted
a
related
person
transaction
policy
in
writing
setting
forth
the
policies
and
procedures
for
the
 identification, review, and approval or ratification of related person transactions. This policy covers,
with certain exceptions set forth in
 the
policy
consistent
with
Item
of
Regulation
S-K
under
the
Securities
Act
of
1933,
as
amended
(the
"Securities
Act"),
any
 transaction, arrangement or relationship, or any series of similar
transactions, arrangements or relationships, where the amount involved
 will or
may be
expected to
exceed $100,000
and in
which we
were or
are to
be a
participant and
a related
person had
or will
have a
 direct or indirect interest, including
purchases of goods or services by
or from the related person or
entities in which the related person
 has
a
material
interest,
indebtedness
and
guarantees
of
indebtedness.
In
reviewing
and
approving
any
such
transactions,
the
audit
 committee will consider
all relevant
facts and circumstances
as appropriate,
including, but
not limited to,
the business
reasons for
the
 Company to enter into the transaction and the risks, costs and the availability
of other sources of comparable services or products.

 Our Relationship with UBI
 Our Vaxxine
Platform utilizes
a peptide
vaccine technology
first developed
by UBI
for animal
use and
subsequently refined
over the
 last two decades.
UBI initiated the
development of this
technology for human
use; the business
focused on human use
was then separated
 from UBI through two separate transactions: a spin-out from UBI in 2014
of operations focused on developing chronic disease product
 candidates
that
resulted
in
UNS,
and
a
second spin-out from
UBI
in
2020
of
operations
focused
on
the
development
of
a COVID-
 19 vaccine
that
resulted
in
COVAXX.
The
combination
of
UNS
and
COVAXX
in
March
2021
resulted
in
our
current
 Vaxxinity.
Ms.
Hu
and
Mr.
Reese
serve
on
the
committee
of
UBI.
Ms.
Hu,
Mr.
Reese
and
Ms.
Hu's
mother
and
father,
 collectively hold voting and
investment control over
UBI. Following the spin-out transactions, UBI
continues to be
a commercial partner
 for the Company and one of our principal stockholders.
 As of April 15, 2024, UBI held
51,737,344 shares of our Class A common
stock, representing approximately 20.6% of
the total voting
 power of our capital
stock, UBIA held 4,212,495
shares of our Class A common
stock, representing approximately
1.7% of the voting
 power
of
our
capital
stock,
and
Dr. Wang
(UBI's
founder
and
mother
of
Ms.
Hu) held
shares
of
our
Class A
stock
and
 3,299,744
our Class B
stock, representing
an aggregate
of approximately
13.1%
total voting
power
 capital stock. UBI also
has a warrant to purchase
1,928,020 shares of our Class
A common stock. As of
April 15, 2024, 1,928,020 shares
 of Class
A common
stock underlying
the UBI Warrant
are exercisable
at an exercise
price of
$12.45 per
share (subject
to adjustment
 pursuant thereto),
and are not
subject to vesting.
The UBI Warrant
has a term
of five years.
Ms. Hu, Mr.
Reese, one of
their affiliates
 and UBI
are also
party to
the Voting
Agreement providing
Ms. Hu with
the authority
(and irrevocable
proxies) to
vote the
 capital
stock
held
by such
persons
at
her discretion
on all
matters
to
be voted
upon by
stockholders.
See
the section
below
entitled
 "Voting
Agreement."
 Commercial Agreements
 We
are
party
to
a
Platform
License
Agreement,
dated
as
of
August 5,
2021,
with
UBI
and
certain
of
its
affiliates
(collectively,
the
 "Licensors"),
pursuant
to
which
obtained
a
worldwide,
sublicensable,
perpetual,
fully
paid-up,
royalty-free
license
under
 certain patents and
know-how owned or
otherwise controlled by the
Licensors. We granted UBI the
UBI Warrant as partial consideration
 for the license.

 While we continue
to take steps to
separate our operations
from those of UBI
and currently anticipate
taking additional steps to
lessen
 our dependence,
we still have
certain ongoing
commercial relationships
with UBI and
its affiliates for
the provision of
manufacturing
 services. Total amounts due under these agreements as of December 31, 2023 were approximately $15.9 million, including $3.1 million
 owed under an unsecured promissory note entered into with
UBI in October 2022, and $2.1 million owed under an additional
unsecured
 promissory
note
entered
into
with
UBI
in
December
2023.
Total
service
fees
incurred
under
these
agreements
for
the
years
ended
 December 31, 2023 and 2022 were approximately $0.6 million and $4.2
million, respectively.

 For further information about these commercial agreements, please refer
to the Original 10-K.

 Voting
 Our principal stockholders (Ms. Hu, Mr. Reese, one of their affiliates and UBI) entered into a voting agreement on October 1, 2021 (the
 "Voting
Agreement"). We are not a party to the Voting
Agreement. The Voting
Agreement provides the proxyholder, Ms. Hu, with the
 authority
(and
irrevocable
proxies)
to
direct
the
vote
and
vote
the
shares
of
capital
stock
held
by
the
principal
stockholders
at
her
 discretion on
all matters
to be
voted upon
by stockholders.
The Voting
Agreement does
not restrict
any of
the principal
stockholders
 from transferring
any shares
capital stock
and, if
any such
capital stock
are transferred,
there is no
obligation for
the
 transferee to
join the
Voting
(unless the
transferee is
a controlled
affiliate
or family
member (or
an entity
or trust
whose
 beneficial owner or primary beneficiary is a family member) of one
of the parties to the Voting
Agreement).

 Mr.
Reese
will
replace
Ms.
Hu
as
the
proxyholder
under
the
Voting
upon
the
earliest
of
(i)
Ms.
Hu's
death,
(ii)
a
 determination by a
court that Ms. Hu
is permanently and
totally disabled (as determined
by a court of
competent jurisdiction) and
(iii)
 six
months
after
the
later
of
Ms.
Hu
ceasing
to
be
(x)
Chief
Executive
and
(y)
Actively
Engaged
(as
defined
below)
(the
 "Replacement Date"); provided
that the Replacement Date
will be the date on
which Ms. Hu ceases to
be Actively Engaged if
Ms. Hu
 is not
then
Chief
Executive
and
Ms.
Hu ceases
to
be
Actively
Engaged
pursuant
to
clause (B)
definition
of Actively
 Engaged below. For purposes of
the Voting
Agreement, "Actively Engaged" means, on the date of determination, Ms. Hu (A) is then a
 director of the
Company and (B) has
not sold, or
otherwise disposed for
pecuniary gain, shares
of Class B common
stock in excess
of
 65% of the Class B common stock she held on the date of the Voting
Agreement.
 The Voting
Agreement will
terminate upon
the earliest
to occur
following: (i)
the liquidation,
dissolution or
winding up
 Company; (ii)
the execution
by the
Company of
a general
assignment for
the benefit
of creditors
or the
appointment of
a receiver
or
 trustee to take possession of the
property and assets of the Company;
(iii) the unilateral decision of the then
current proxyholder (in such
 person's
sole discretion)
to terminate
the Voting
Agreement, subject
to a
30-day
notice period;
(iv) on
the Replacement
Date, if
Mr.
 Reese is then (x) deceased, (y) determined by a court to be permanently and totally disabled or (z) not a director of the Company; or (v)
 after the Replacement Date, upon the earliest to occur of Mr.
Reese's death, permanent and
total disability (as determined by a court of
 competent jurisdiction) or ceasing to be director of the Company.

 Registration Rights
 In connection with the IPO, we and certain of our existing stockholders entered into a
Registration Rights Agreement pursuant to which
 certain holders
capital stock
are entitled
to rights
with respect
to the
registration of
their shares
under the
Securities Act.
The
 registration rights will terminate
upon the earlier of
(i) with respect to any
stockholder party thereto who
then holds less than
five percent
 of
the
then-outstanding
stock
in
the
Company
such
time
after
the
completion
of
the
IPO
as
Rule
or
another
similar
 exemption under the
Securities Act is available
for the sale of
all of such stockholder's
shares without limitation
during a three-month
 period
without
and
(ii) four
years following
the completion
IPO.
We
will generally
pay
the registration
expenses
 (other than
underwriting discounts
and selling
commissions), including
the reasonable fees
and disbursements,
not to exceed
$50,000
 of one counsel, of the holders of the securities registered pursuant to the registrations
described below.

 S-1 Demand Registration Rights
 Certain holders of Class A common
stock (including shares received upon
conversion of shares of Class B
common stock) are entitled
 to certain Form S-1 demand registration rights. Beginning 180 days after the date of the final prospectus relating to the IPO, the holders
 of a majority of the registrable securities then outstanding
may make a written request that we register the offer
and sale of their shares
 on
a
statement
on Form S-1. Such
request
for
must
cover
at
least
30%
of
the
registrable
securities
then
 outstanding. We
are obligated to effect only one such registration. If we determine that it would
be materially detrimental to us and our
 stockholders
to
effect
such
a
demand
registration,
we
have
the
right
to
defer
such
registration,
not
more
than
once
in
any 12-
 month period, for a period of up
to 120 days. In addition,
we are not required to
effect a demand registration during the
period beginning
 60 days prior
to our good
faith estimate of
the date of
the filing and
ending on a
date 180 days
following the effectiveness of
a registration
 statement initiated by us. In an underwritten public offering, the underwriters have the right, subject to specified conditions, to limit the
 number of shares that such holders may include for registration.
 S-3 Registration Rights
 Certain holders of Class A common
stock (including shares received upon
conversion of shares of Class B
common stock) are entitled
 to certain Form S-3 demand
registration rights.
The holders
of at
least 20%
registrable securities
then outstanding
may make
a
 written
request
that
we
register
the
offer
and
sale of
their shares
on
a
statement
on Form S-3 if
we
are
eligible to
file
a
statement on
Form S-3, so
long
as the
request
covers
securities the
anticipated
aggregate
offering
price
of which,
net of
 underwriting
discounts,
selling
commissions
and
other
selling
expenses,
is
at
least
$3.0 million.
These
stockholders
may
make
an
 unlimited number of requests for registration on Form S-3. However, we are not required
to effect a registration on Form S-3 if we have
 effected two such registrations within the 12-month period preceding the date of the request. Additionally, if we determine that it would
 be materially detrimental to
us and our stockholders to
effect such a registration,
we have the right
to defer such registration,
not more
 than once in any 12-month period, for a period of up to 120 days.
Further, we are not required to effect a demand registration during the
 period beginning 30 days
prior to our good faith
estimate of the filing
of and ending on a date
90 days following the
effectiveness of a
 registration statement initiated by us. In an underwritten public offering, the underwriters have the right, subject to specified conditions,
 to limit the number of shares that such holders may include for registration.
 Piggyback Registration Rights
 The Registration Rights Agreement
provides that if we propose to
register the offer and sale of
our common stock under the Securities
 Act, in connection with the public offering of such common stock, certain holders of Class A common stock (including shares received
 upon conversion of
shares of Class B common
stock) will be entitled
to certain "piggyback" registration
rights allowing the holders
to
 include their
shares in such
registration, subject
to certain marketing
and other limitations.
As a result,
whenever we
propose to file
a

 registration statement under the Securities Act, other than with respect to (i) a registration related to the sale or grant of securities to our
 employees or
a subsidiary's
employees pursuant
to a
stock option,
stock purchase,
equity incentive
or similar
plan, (ii) a
 relating
to
an
SEC
Rule 145
transaction,
(iii) a
on
any
form
that
does
not
include
substantially
the
same
as
would
be
required
to
be
included
in
a
statement
covering
the
sale
of
our
registrable
securities
or
(iv) a
 registration in
which the
only common
stock being
offered is
common stock
issuable upon
conversion of
debt securities
that are
also
 being registered, the holders of
these registrable securities are entitled
to notice of the registration
and have the right, subject to
certain
 limitations, to include
their shares in
the registration. We
have the right
to terminate or
withdraw any registration
initiated pursuant to
 such "piggyback registration"
rights described above
before the effective
date of such registration,
whether or not any
stockholder has
 elected to include shares of their common stock in such registration. In an underwritten public offering, the underwriters
have the right,
 subject to specified conditions, to limit the number of shares that such holders
may include for registration.
 Our Relationship with Destination Systems
 In December 2022, the Company
entered into an aircraft
management agreement with Destination Systems
for the Company's corporate
 jet. Mr.
Landon Ogilvie,
a member of
our board of
directors, is the
Chief Executive
Officer of
Destination Systems,
and our
board of
 directors considered, among other things, this
arrangement in evaluating Mr. Ogilvie's independence. Under the terms of the
agreement,
 Destination Systems provides a
range of services,
including oversight of the
aircraft crew and
maintenance contractors, travel scheduling
 and support,
FAA
liaison activities
and general
consulting advice
on an
as-needed basis.
During the
year ended
December 31, 2023,
paid Destination Systems $90,000, excluding pass-through costs.
 Related Party Guaranty
 In June 2020, COVAXX
entered into a
note payable agreement (the
"2025 Note") for the
acquisition of an
airplane. The 2025 Note
is
 secured by the airplane and personally guaranteed by Ms. Hu and Mr.
Reese.
 Director Independence
 The listing standards of Nasdaq
require that, subject to
specified exceptions, such as
those described above under
the subsection entitled,
 "Controlled Company,"
a majority of
the members of
the board of
directors and each
member of a
listed company's
audit committee,
 compensation committee and
nominations committee be
independent and that audit
committee members and compensation
committee
 members
also
satisfy
independence
criteria
set
forth
in
Rule 10A-3 under
the
Exchange
Act
and
the
Nasdaq's
listing
standards,
 respectively.
 Under our Corporate
Governance Guidelines, an
independent director shall be
one who meets the
qualification requirements for
being
 an independent director under applicable laws and regulations and requirements promulgated by the SEC and the corporate governance
 listing standards of Nasdaq, including the requirement that the board of directors have affirmatively
determined that the director has no
 relationship which, in
the opinion of
the board of directors,
would interfere with
the exercise of
such director's
independent judgment
 in carrying out the responsibilities of a director.
 The
board
of directors
has
undertaken
a
review
of
its
composition,
the
composition
of
its committees
and
the
independence
of
our
 directors and
considered whether
any director
has a
material relationship
with us
that could
compromise his
or her
ability to
exercise
 independent judgment in carrying out his or her responsibilities. Based upon information
requested from and provided by each director
 concerning his
or her
background, employment
and affiliations,
including family
relationships, the
board of
directors has
determined
 that each of
Dr.
Diamandis, Mr.
Hornig, Mr.
Ogilvie, Mr.
Smith and Ms.
is "independent" under
the Nasdaq's
listing rules.
 In
addition,
the
board
of
previously
determined
that
Mr.
Blatt,
who
served
as
a
director
during
a
portion
of
2023,
was
 "independent" under the Nasdaq's
listing rules.

 Item 14.
Principal Accountant Fees and Services
 Audit, Audit-Related, Tax
and All Other Fees
 The following
table sets forth
the aggregate
fees billed to
us by Forvi
s, LLP,
our independent registered
public accounting
firm
 (1)
, for
 the fiscal year ended December 31, 2023:

 Year
Ended
 December 31, 2023
 Audit Fees
 (2)
 $
 259,187
 Total
 $
 259,187
 (1)
On September 27, 2023 Armanino LLP resigned as the
Company's auditor, and the Company appointed Forvis LLP as the Company's new auditor.
 (2)
Audit fees consist of fees for the audit of our annual
financial statements and the review of our interim financial
statements.

 Auditor Independence

 In 2023, there were no other professional services provided by
Forvis, LLP,
other than those listed above, that would have required the
 audit committee to consider their compatibility with maintaining the
independence of Forvis, LLP.
 Pre-Approval Policies and Procedures
 The above-described services
provided to us by
Forvis,
LLP were provided in
accordance with the policies and
procedures set forth in
 the formal written charter for the audit committee. The charter for the audit committee requires that the audit committee pre-approve all
 audit services to
be provided to
us, whether provided
by our principal
auditor or other
firms, and all
other services (review,
attest and
 non-audit) to be provided to us by our independent registered public accounting
firm.
 On an annual
basis, the audit committee
reviews with the
independent registered accounting
firm and management
the plan and
scope
 of
the
auditor's
proposed
annual
audit
and
quarterly
reviews,
including
the
procedures
to
be
used
and
the
auditor's
 compensation.
The
audit
committee
also
pre-approves
audit,
non-audit,
and
any
other
services
to
be
by
the
auditor
in
 accordance with any policies adopted by the audit committee.

 Item 15.
Exhibits and Financial Statement Schedules
 (a)(1) Financial Statements
 No financial
statement or
supplemental data
are filed
with this
Amendment to
Annual Report
on Form
10-K. See
Index to
Financial
 Statements and Supplemental Data of the Original 10-K.
 (a)(2) Financial Statement Schedule
 All
schedules
are
omitted
for
the
reason
that
they
are
not
required
or
the
is
otherwise
supplied
in
Item
8.
"Financial
 Statements and Supplementary Data" in the Original 10-K.
 (a)(3) Exhibits
 The
exhibits
required
to
be
filed
as
part
of
this
report
are
listed
in
the
Exhibit
List
attached
hereto
and
are
incorporated
herein
by
 reference.
 Exhibit No.
 Description of Exhibit
 Form
 File No.
 Exhibit
 Filing Date
 Filed
 Herewith
 3.1
 Amended and Restated Certificate of
 Incorporation of Vaxxinity,
Inc.
 3.1
 November 17, 2021
 3.2
 Amended and Restated Bylaws of Vaxxinity,
 Inc.
 3.2
 4.1
 Warrant to Purchase Shares of Class A
 Common Stock of Vaxxinity, Inc.
 S-1/A
 4.1
 4.2
 Description of Registered Securities
 4.2
 10.1
 Form of Indemnification Agreement between
 Vaxxinity, Inc. and each of its directors and
 executive officers
 S-1
 10.1
 10.2
 Registration Rights Agreement
 001,41058
 10.2
 November 17, 2021
 10.3*
 Voting Agreement, dated as of October 1,
 2021, among Mei Mei Hu, Louis Reese,
 Blackfoot Healthcare Ventures LLC and
 United Biomedical, Inc.
 S-1
 10.3
 10.4*
 Platform License Agreement, dated as of
 August 5, 2021, among Vaxxinity, Inc.
 United Biomedical, Inc., IBI IP Holdings and
 UBI US Holdings, LLC
 S-1
 10.4
 10.5
 United Neuroscience 2017 Share Option and
 Grant Plan
 S-1
 10.5
 10.6
 C19 Corp. 2020 Stock Option and Grant Plan
 S-1
 10.6
 10.7
 Vaxxinity, Inc. 2021 Stock Option and Grant
 Plan
 S-1
 10.7
 10.8
 Vaxxinity, Inc. 2021 Omnibus Incentive
 Compensation Plan
 S-1/A
 10.9
 10.9
 Vaxxinity, Inc. 2021 Employee Stock
 Purchase Plan
 S-1/A
 10.9

 Exhibit No.
 Description of Exhibit
 Form
 File No.
 Exhibit
 Filing Date
 Filed
 Herewith
 10.10
 Form of Incentive Stock Option Grant Notice
 under the 2021 Stock Option and Grant Plan
 S-1/A
 10.11
 10.11
 Form of Non-Qualified Stock Option Grant
 Notice under the 2021 Stock Option and
 Grant Plan
 S-1/A
 10.12
 10.12
 Form of Restricted Stock Award Notice
 under the 2021 Stock Option and Grant Plan
 S-1/A
 10.13
 10.13
 Form of Notice of Stock Option Award 2021
 Omnibus Incentive Compensation Plan
 S-1/A
 10.14
 10.14
 Form of Notice of Restricted Stock Unit
 Award 2021 Omnibus Incentive
 Compensation Plan
 S-1/A
 10.15
 10.15
 Open Market Sale Agreement, dated as of
 August 9, 2023, between Vaxdxinity, Inc. and
 Jefferies LLC
 v
 S-3
 333-273822
 1.2
 August 9, 2023
 21.1
 List of Subsidiaries
 21.1
 23.1
 Consent of Independent Registered Public
 Accounting Firm (Forvis, LLP)
 v
 21.1
 23.2
 Consent of Independent Registered Public
 Accounting Firm (Armanino LLP)
 21.2
 24.1
 Power of Attorney (included on the Signature
 page of this Annual Report on Form 10-K)
 31.1
 Certification of Principal Executive Officer
 pursuant to Section 302 of Sarbanes-Oxley
 Act of 2002
 31.1
 31.2
 Certification of Principal Financial Officer
 pursuant to Section 302 of Sarbanes-Oxley
 Act of 2002
 31.2
 31.3
 Certification of Chief Executive Officer
 (Principal Executive Officer) pursuant to
 Section 302 of Sarbanes-Oxley Act of 2002
 X
 31.4
 Certification of Chief Financial Officer
 (Principal Financial Officer) pursuant to
 Section 302 of Sarbanes-Oxley Act of 2002
 X
 32.1**
 Certification of Chief Executive Officer
 (Principal Executive Officer) and Chief
 Financial Officer (Principal Financial
 Officer) pursuant to Section 906 of Sarbanes-
 Oxley Act of 2002
 32.1
 97.1
 Vaxxinity, Inc. Compensation Recoupment
 Policy
 32.1
 101.INS
 X

 Exhibit No.
 Description of Exhibit
 Form
 File No.
 Exhibit
 Filing Date
 Filed
 Herewith
 101.SCH
Extension Schema
 Document
 X
 101.CAL
Extension
 Calculation Linkbase Document
 X
 101.DEF
Extension Definition
 Linkbase Document
 X
 101.LAB
Extension Label
 Linkbase Document
 X
 101.PRE
Extension
 Presentation Linkbase Document
 X
 Cover Page Interactive Data File (formatted
 X

Indicates management contract or compensatory plan or arrangement.
 *
Certain portions of
this exhibit (indicated
by asterisks) have been
omitted because they
are both not material
and are the type
that
 the Registrant treats as private or confidential.
 **
These certifications
are being
furnished solely
to accompany
this annual
report pursuant
to 18
U.S.C. Section
1350, and
are not
 being filed for purposes of Section
18 of the Securities Exchange Act
of 1934 and are not to be incorporated
by reference into any
 filing of the registrant, whether
made before or after the
date hereof, regardless of any
general incorporation language in such filing.
 The
agreements
and
other
documents
filed
as
exhibits
to
this
Annual
Report
on
Form
are
not
intended
to
provide
factual
 information or other
disclosure other than
with respect to
the terms of
the agreements or
other documents themselves,
and you should
 not rely on them for that purpose.
In particular, any representations
and warranties made by us in
these agreements or other documents
 were made solely
within the specific context
of the relevant agreement
or document and may
not describe the
actual state of affairs
as
 of the date they were made or at any other time.

 SIGNATURES
 Pursuant to the requirements
of Section 13 or
15(d) of the Securities
Exchange Act of
1934, the Registrant
has duly caused this
report
 to be signed on its behalf by the undersigned, thereunto duly authorized
on April 29, 2024.

 VAXXINITY
,
INC.
 By:
 /s/ Mei Mei Hu
 Mei Mei Hu, President and Chief Executive
 (Principal Executive Officer)