vaxx-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒

QUARTERLY

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 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

001-41058

Vaxxinity, Inc.

(Exact name of registrant as specified in its charter)

Delaware

86-2083865

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

505 Odyssey Way

Merritt Island

32953

(Address of principal executive offices)

(Zip Code)

(

254

)

244-5739

(Registrant’s telephone number,

including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since

last report)

__________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value

$0.0001 per share

VAXX

The

Nasdaq

Global Market

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

☒

☐

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

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an

accelerated filer, a non-accelerated filer, smaller reporting

company, or an emerging growth

company. See 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

☐

☒

As of November 6, 2023, the registrant had

112,871,792

shares of $0.0001 par value Class A common stock outstanding and

13,874,132

shares of $0.0001 par value

Class B common stock outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report

on Form 10-Q

contains forward-looking statements.

Forward-looking statements are

neither historical facts

nor

assurances of future performance. Instead, they

are based on our current

beliefs, expectations and assumptions regarding the future

our business,

future

plans

and strategies

and other

future conditions.

In some

cases,

you

can identify

forward-looking

statements

because

they

contain

words

such

“anticipate,”

“believe,”

“estimate,”

“expect,”

“intend,”

“may,”

“predict,”

“project,”

“target,”

“potential,” “seek,” “will,” “would,”

“could,” “should,” “continue,” “contemplate,”

“plan,” other words and

terms of similar meaning

and the negative of these words or similar terms.

Forward-looking statements are

subject to known and

unknown risks and uncertainties,

many of which may

be beyond our control.

caution you that forward-looking

statements are not guarantees

of future performance or

outcomes and that actual

performance

and outcomes may differ

materially from those made

in or suggested by the

forward-looking statements contained in this

Quarterly

Report. In addition, even

if our results of

operations, financial condition and

cash flows, and the

development of the markets

in which

we operate, are consistent with

the forward-looking statements contained in

this Quarterly Report, those results

or developments may

not be indicative of

results or developments

in subsequent periods.

New factors emerge from

time to time

that may cause

our business

not to develop as we

expect, and it is not

possible for us to predict

all of them. Factors that

could cause actual results and outcomes

to differ materially from those reflected in forward-looking statements include, among others, the following:

•

the prospects

of our

product candidates,

including the progress,

number,

scope, cost,

results and

timing of

data from

our development activities,

preclinical trials and

clinical trials for

our product candidates

or programs, such as the target

indication(s) for

development

approval,

the size,

design, population,

conduct,

cost, objective

endpoints of

any

clinical trial, or the

timing for initiation or

completion of or availability

of results from any

clinical trial, for submission,

review or approval of any regulatory filing, or for meeting with regulatory authorities;

•

the potential benefits that may be derived from any of our product candidates;

•

the timing of and

our ability to obtain

and maintain regulatory approval

for our existing product

candidates, any product

candidates

that

may

develop,

and

any

restrictions,

limitations,

warnings

the

label

any

approved

product candidates;

•

our ability to develop and commercialize new products and product candidates;

•

our ability to leverage our Vaxxine

Platform;

•

the rate and degree of market acceptance of our products and product candidates;

•

estimates of our addressable market and market growth, and expectations about market trends;

•

our future operations,

financial position,

revenues, costs,

expenses, uses of

cash, capital

requirements, our

needs

for additional financing or the period for which our existing cash resources will be sufficient to meet our operating

requirements;

•

our ability

to comply

with legal

and regulatory

requirements relating

to privacy,

tax, anti-corruption

and

other applicable laws;

•

our ability to hire and retain key personnel and to manage our future growth effectively;

•

our ability to access capital on acceptable terms in a rising interest rate and tighter credit environment;

•

expectations regarding our ability to continue as a going concern;

•

competitive companies and technologies within our industry and our ability to compete;

•

our and our collaborators’,

including United Biomedical’s

(“UBI”), ability and willingness

to obtain, maintain, defend

and enforce our intellectual property protection

for our proprietary and collaborative

product candidates, and the scope

of such protection;

•

the

performance

third-party

suppliers

and

manufacturers

and

our

ability

find

additional

suppliers

and

manufacturers and obtain alternative sources of raw materials;

•

our ability

and the potential

to successfully manufacture

our product

candidates for

pre-clinical use,

for clinical

trials

and, if approved, on a larger scale for commercial use;

•

the

ability

and

willingness

our

third-party

collaborators,

including

UBI,

continue

research

and

development

activities

relating

our

product

candidates

and

our

ability

attract

additional

collaborators

with

development,

regulatory and commercialization expertise;

•

general economic, political, demographic and business

conditions in the United States, Taiwan

and other jurisdictions

where we conduct business or clinical trials;

•

the potential effects of government regulation, including regulatory developments in the United

States and other jurisdictions;

•

ability to obtain additional financing in future offerings or otherwise;

•

the

effects

global

conflicts,

including

Russia-Ukraine

and

Israel-Hamas,

and

the

COVID-19

pandemic

business operations and

the initiation, development

and operation of

our clinical trials,

including patient enrollment

of our clinical trials; and

•

our strategies, prospects, plans, expectations, forecasts or objectives.

We discuss many of these and

other factors in greater detail under Item 1A. “Risk Factors” in our Annual Report on Form 10-K

for the year ended

December 31, 2022 filed with

the Securities and Exchange

Commission on March 27,

2023. These risk factors

are not exhaustive.

Other sections of

this report may

include additional factors

which could adversely

impact our business

and

financial performance. New risk factors

emerge from time to

time, and it is not

possible to predict all

such risk factors, nor can

we assess the impact

of all such risk

factors on our

business or the extent

to which any

factor or combination

of factors may cause

actual results

to differ

materially from

those contained in

any forward-looking statements.

Forward-looking statements are

not

guarantees of performance. Given these uncertainties, you should not place undue reliance on these forward-looking statements,

which speak only as of the date hereof

You

should read this

Quarterly Report and

the documents that

we reference in

this Quarterly Report

and have filed

as exhibits

completely and with the

understanding that our

actual future results may

be materially different from

what we expect.

We qualify

all of

the forward-looking

statements

in this

Quarterly Report

by these

cautionary statements.

Except as

required by

law,

undertake no obligation to publicly

update any forward-looking statements, whether as

a result of new information,

future events

or otherwise.

As used

in this

Quarterly Report

on Form

10-Q, unless

otherwise specified

or the

context otherwise

requires, the

terms “we,”

“our,” “us,” the

“Company” refer

to Vaxxinity, Inc. and its

subsidiaries. All

brand names

or trademarks

appearing in

this Quarterly

Report are the property of their respective owners.

Table of Contents

Page

PART I—Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(Unaudited)

Condensed Consolidated Statements of Operations and Other Comprehensive Loss

(Income) (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II—Other Information

Item 1A. Risk Factors

Item 6. Exhibits

Signature

PART

I – FINANCIAL INFORMATION

Item 1. Financial Statements.

VAXXINITY,

INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)

September 30,

December 31,

2023

2022

Assets

Current assets:

Cash and cash equivalents

17,395

33,475

Short-term investments

25,124

53,352

Restricted cash

206

1,095

Amounts due from related parties

407

414

Prepaid expenses and other current assets

3,224

5,551

Total current assets

46,356

93,887

Property and equipment, net

11,123

12,512

Total assets

57,479

106,399

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

2,974

5,295

Amounts due to related parties

12,512

12,772

Accrued expenses and other current liabilities

4,744

11,370

Note payable, net of debt issuance cost

402

391

Note payable to related party

929

1,113

Total current liabilities

21,561

30,941

Other liabilities:

Note payable, net of debt issuance cost, net of current portion

9,630

9,933

Note payable to related party, net of current portion

2,347

3,112

Other long-term liabilities

236

Total liabilities

33,774

44,222

Commitments and contingencies (Note 14)

(nil)

Stockholders’ equity:

Class A common stock, $

0.0001

par value;

1,000,000,000

shares authorized,

112,871,792

and

112,182,750

shares issued and

outstanding at September 30, 2023 and December 31, 2022, respectively

278

Class B common stock, $

0.0001

par value;

100,000,000

shares authorized,

13,874,132

shares issued and outstanding at

September 30, 2023 and December 31, 2022

Additional paid-in capital

373,678

366,798

Accumulated other comprehensive loss

(7)

(197)

Accumulated deficit

(350,245)

(304,703)

Total stockholders’ equity

23,705

62,177

Total liabilities and stockholders’ equity

57,479

106,399

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VAXXINITY,

INC.

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND

OTHER COMPREHENSIVE LOSS (INCOME)

(in thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2023

2022

2023

2022

Operating expenses:

Research and development

7,910

12,468

27,679

34,609

General and administrative

5,535

7,300

18,956

20,546

Total operating expenses

13,445

19,768

46,635

55,155

Loss from operations

(13,445)

(19,768)

(46,635)

(55,155)

Other (income) expense:

Interest and other expense

176

514

264

Interest and other income

(512)

(545)

(1,657)

(625)

(Gain) loss on foreign currency transactions, net

(25)

(28)

Total other (income), net

(300)

(516)

(1,093)

(389)

Net loss

(13,145)

(19,252)

(45,542)

(54,766)

Net loss per share, basic and diluted

(0.10)

(0.15)

(0.36)

(0.43)

Weighted average common shares outstanding, basic and

diluted

126,736,784

126,036,865

126,272,546

125,899,557

Other comprehensive (income) loss:

Unrealized (gain) loss on investments

(11)

215

(190)

215

Other comprehensive (income) loss

(11)

215

(190)

215

Comprehensive loss

(13,134)

(19,467)

(45,352)

(54,981)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VAXXINITY,

INC.

CONDENSED CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(Unaudited)

Common Stock-Class A

Common Stock-Class B

Amount

Additional Paid-

in Capital

Accumulated

Other

Comprehensive

(Loss)

Accumulated

Deficit

Stockholders’

Equity

Balance at December 31, 2022

112,182,750

278

13,874,132

366,798

(197)

(304,703)

62,177

Issuance of common stock upon exercise of stock options

6,161

—

Stock-based compensation expense

—

2,225

—

2,225

Unrealized gain on investments

—

148

—

148

Net loss

—

(18,421)

Balance at March 31, 2023

112,188,911

278

13,874,132

369,026

(49)

(323,124)

46,133

Issuance of common stock upon exercise of stock options

635,001

—

393

—

393

Stock-based compensation expense

—

2,433

—

2,433

Unrealized gain on investments

—

Net loss

—

(13,977)

Balance at June 30, 2023

112,823,912

278

13,874,132

371,852

(18)

(337,101)

35,012

Issuance of common stock upon exercise of stock options

47,880

—

Stock-based compensation expense

—

1,769

—

1,769

Unrealized loss on investments

—

Net loss

—

(13,145)

Balance at September 30, 2023

112,871,792

278

13,874,132

373,678

(7)

(350,245)

23,705

Common Stock-Class A

Common Stock-Class B

Amount

Additional Paid-

in Capital

Accumulated

Other

Comprehensive

(Loss)

Accumulated

Deficit

Stockholders’

Equity

Balance at December 31, 2021

111,518,094

278

13,874,132

357,821

—

(229,481)

128,619

Issuance of common stock upon exercise of stock options

448,998

—

121

—

121

Stock-based compensation expense

—

2,178

—

2,178

Net loss

—

(18,263)

Balance at March 31, 2022

111,967,092

278

13,874,132

360,120

—

(247,744)

112,655

Issuance of common stock upon exercise of stock options

162,613

—

112

—

112

Stock-based compensation expense

—

1,826

—

1,826

Net loss

—

(17,252)

Balance at June 30, 2022

112,129,705

278

13,874,132

362,058

—

(264,996)

97,341

Issuance of common stock upon exercise of stock options

52,165

Stock-based compensation expense

2,357

Net loss

(215)

(19,251)

(19,466)

Balance at September 30, 2022

112,181,870

278

13,874,132

364,444

(215)

(284,247)

80,261

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VAXXINITY,

INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in thousands)

(Unaudited)

Nine Months Ended September 30,

2023

2022

Cash flows from operating activities:

Net loss

(45,542)

(54,766)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

1,778

1,144

Amortization of debt issuance costs

Amortization of discount on short-term investments

(1,222)

(422)

Stock-based compensation expense

6,427

6,361

Changes in operating assets and liabilities:

Amounts due from related parties

(7)

Prepaid expenses and other current assets

2,327

3,349

Long-term deposits

—

(2,076)

Accounts payable

(2,321)

127

Amounts due to related parties

(260)

(2,731)

Accrued expenses and other current liabilities

(6,626)

7,530

Net cash used in operating activities

(45,393)

(41,451)

Cash flows from investing activities:

Purchase of short-term investments

(43,587)

(107,526)

Proceeds from maturity of short-term investments

73,227

27,500

Purchases of property and equipment

(389)

(1,574)

Net cash provided by (used in) investing activities

29,251

(81,600)

Cash flows from financing activities:

Repayments of note payable

(331)

(320)

Repayments of note payable with related party

(949)

—

Proceeds from exercise of stock options

453

262

Net cash used in financing activities

(827)

(58)

Change in cash, cash equivalents and restricted cash

(16,969)

(123,109)

Cash, cash equivalents and restricted cash at beginning of period

34,570

145,057

Cash, cash equivalents and restricted cash at end of period

17,601

21,948

Reconciliation of cash, cash equivalents and restricted cash:

Cash, cash equivalents and restricted cash at end of period

17,601

21,948

Less restricted cash

(206)

(3,073)

Cash and cash equivalents end of period

17,395

18,875

Supplemental Disclosure

Cash paid for interest

592

277

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of the Business

Vaxxinity,

Inc.,

Delaware corporation

(“Vaxxinity

,”

and

together

with

its

subsidiaries,

the

“Company”), was

formed

through

the

combination of two

separate businesses that

originated from United

Biomedical, Inc. (“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, Vaxxinity

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

UNS

and

COVAXX

contributed

their

equity

interests

each

UNS

and

COVAXX

exchange

for

equity

Vaxxinity

(the

“Reorganization”).

December 31, 2022, COVAXX

merged with and into Vaxxinity.

The Company is

a biotechnology company

currently focused on

developing product candidates

for human use

in the fields

of neurology,

pain, cardiovascular

diseases and

coronaviruses utilizing

its “Vaxxine Platform”—a synthetic

peptide vaccine

technology first

developed

UBI

and

subsequently

refined

over

the

last

two

decades.

The

Company

engaged

the

development

rationally

designed

prophylactic and therapeutic vaccines to combat common chronic diseases with large global unmet

medical need. The Company is also

developing a heterologous

booster vaccine for

SARS-Cov-2. UBI is

a significant shareholder

of the Company

and, therefore, considered

a related party.

The Company is

subject to risks

and uncertainties common

to early-stage companies

in the biotechnology

industry including, but

not

limited

to,

uncertainty

product

development

and

commercialization,

lack

marketing

and

sales

history,

development

its

competitors of

new technological

innovations, dependence

on key

personnel, market

acceptance of

products, product

liability, protection

of proprietary

technology,

ability to

raise additional

financing, and

compliance with

global government

regulations. If

the Company

does not successfully commercialize

or out-license any of its

product candidates, it will be

unable to generate recurring product

revenue

or achieve profitability.

The

Company’s

product

candidates

are

development

and

will

require

significant

additional

research

and

development

efforts,

including extensive pre-clinical

and clinical testing and

regulatory approval prior to

commercialization. These efforts require

significant

amounts of additional capital,

adequate personnel and infrastructure

and extensive compliance-reporting capabilities.

There can be

assurance that

the Company’s

research and

development will

be successfully

completed, that

adequate protection for

the Company’s

intellectual property

will be

obtained, that

any products

developed will

obtain necessary

government regulatory

approval or

that any

approved products will

be commercially viable.

Even if the

Company’s product development efforts are

successful, it is

uncertain when,

if ever, the Company will generate significant revenue

from product sales. The Company

operates in an environment of rapid

change in

technology and is dependent upon the services of its employees and consultants.

Liquidity and Going Concern Assessment

As of September 30, 2023, the Company had $

17.4

million of cash and cash equivalents and

25.1

million of short-term investments to

fund operations. To date, the

Company has primarily

financed its operations

through the sale

of convertible preferred

stock and common

stock, borrowings under promissory notes (including convertible notes), a

portion of which has been raised from related

party entities,

and grants from

foundations such as

the Coalition for

Epidemic Preparedness Innovations

(CEPI) and the

Michael J. Fox

Foundation

(MJFF). The Company has

experienced significant negative

cash flows from operations

since inception, and incurred

a net loss of

45.5

million for the nine months

ended September 30, 2023. Net cash used

in operating activities for the nine

months ended September 30,

2023 was

45.4

million. In

addition, as

of September 30,

2023, the

Company has

an accumulated

deficit of

350.2

million. The

Company

expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future.

In accordance

with ASC

205-40, Presentation

of Financial

Statements-Going Concern,

management is

required to

evaluate whether

there are

conditions or

events, considered

in the

aggregate, that

raise substantial

doubt about

the Company's

ability to

continue as

going concern within one year after the date that the financial statements are issued. When management

identifies conditions or events,

considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern, management must

consider whether its plans to mitigate those relevant conditions or events will alleviate the substantial doubt.

Given that the Company has incurred substantial operating losses and negative cash flows from operations since inception and expects

to continue

to incur

substantial operating

losses and

negative cash

flows from

operations for

the foreseeable

future, management

assessed

that there are conditions or events, considered

in the aggregate, as of the issue

date of these financial statements, which

raise substantial

doubt about the Company's ability to continue as a going concern.

Management considered whether its plans

to mitigate those relevant conditions

or events will alleviate

the substantial doubt about

the

Company's ability to

continue as a

going concern. These

plans include raising

new capital through

public or private

equity offerings,

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

strategic collaborations, debt

financing and other

capital sources or

combinations thereof, and

as needed cost

reduction through attrition,

organization restructuring, and curtailment of certain research and development activities.

However, there are significant risks and uncertainties as to whether these plans will be achieved or additional funding will be available

on terms acceptable to the Company, or at all.

Due to

the risks

and uncertainties,

management cannot

conclude that

substantial doubt

about the

Company's ability

to continue

as a

going concern has

been alleviated.

As such, there

is substantial doubt

about the entity's

ability to continue

as a going

concern within

one year after the

date that the

financial statements are

issued.

However, since liquidation is

not imminent, the accompanying

unaudited

condensed consolidated financial statements

have been prepared

assuming that the

Company will continue as

a going concern,

which

contemplates

the

realization

assets

and

satisfaction

liabilities

the

ordinary

course

business.

The

unaudited

condensed

consolidated

financial

statements

not

include

any

adjustments

relating

the

recoverability

and

classification

recorded

asset

amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described

above.

2. Summary of Significant Accounting Policies

Basis of presentation

The

accompanying

interim

unaudited

condensed

consolidated

financial

statements

have

been

prepared

using

generally

accepted

accounting principles in

the United States

of America (“GAAP”)

and pursuant

to the rules

and regulations of

the United States

Securities

and Exchange Commission (“SEC”) for interim financial reporting.

These interim

condensed consolidated

financial statements

are unaudited

and, in

the opinion

of management,

include all

normal and

recurring

adjustments

necessary

fairly

present

the

results

the

interim

periods.

The

condensed

consolidated

balance

sheet

December 31, 2022, has been derived from the audited financial statements

at that date. Operating results for the three and nine months

ended September 30, 2023

and cash flows

for the nine

months ended September 30,

2023 are not

necessarily indicative of

the results

that may be expected for the fiscal year ending December 31, 2023 or any other future

period. Certain information and note disclosures

normally included in

annual consolidated financial

statements prepared in

accordance with GAAP

have been omitted

in accordance with

the rules

and regulations

for interim reporting

of the

SEC. These

interim unaudited condensed

financial statements should

be read

conjunction with the

consolidated financial statements

and notes thereto

included in our

Annual Report on

Form 10-K for

the year ended

December 31, 2022 filed with the SEC on March 27, 2023 (the “Annual Report”).

Significant accounting policies

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are disclosed in

our annual consolidated financial statements for the year ended December 31, 2022 included in the Annual Report.

There have been no

changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2023.

Recently adopted accounting pronouncements

From time

to time,

new accounting

pronouncements are

issued by

the Financial

Accounting Standards

Board (“FASB”) or

other standard

setting bodies and are adopted by the Company as of the specified effective date.

In June 2016, the

Financial Accounting Standards Board (“FASB”)

issued Accounting Standards Update (“ASU”) 2016-13,

Financial

Instruments -

Credit Losses

(Topic

326): Measurement

Credit Losses

on Financial

Instruments (“ASU

2016-13”). ASU

2016-13

significantly

changes

the

impairment

model

for

most

financial

assets

and

certain

other

instruments

will

require

immediate

recognition of estimated credit losses expected to occur over

the remaining life of many financial assets, which will generally

result in

earlier recognition of allowances for credit losses on loans and other financial instruments.

On January 1, 2023, the Company adopted

ASU 2016-13. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In August 2020,

the FASB

issued ASU 2020-06,

Debt - Debt

with Conversion and

Other Options (Subtopic

470-20) and Derivatives

and Hedging -

Contracts in Entity's

Own Equity (Subtopic

815-40): Accounting for

Convertible Instruments and

Contracts in an

Entity's

Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity,

including convertible instruments and contracts on an entity's own equity. The guidance allows for either full

retrospective adoption or

modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal

year 2024 and early adoption is

permitted. The Company is in the process of evaluating the effect the amendment will have on the consolidated financial statements.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. Fair Value Measurements

The Company's money market accounts

and short-term investments are shown

at fair value based on

unadjusted quoted market prices

in active markets for identical assets.

The following

table presents

information about

the Company’s

financial instruments

measured at

fair value

on a

recurring basis

and

indicate the level of the fair value hierarchy used to determine such fair values (in thousands):

September 30, 2023

Level 1

Level 2

Level 3

Total

Assets:

Short-term investments

25,124

—

25,124

Money market accounts

10,925

—

10,925

Total assets

36,049

—

36,049

December 31, 2022

Level 1

Level 2

Level 3

Total

Assets:

Short-term investments

53,352

—

53,352

Money market account

27,724

—

27,724

Total assets

81,076

—

81,076

During the three and

nine months ended September 30, 2023

and the year ended

December 31, 2022, there were

transfers between

Level 1, Level 2 and Level 3.

4. Short-Term Investments

The Company’s short-term investments consist of the following (in thousands):

As of September 30, 2023

Amortized Cost

Unrealized

Gains (Losses),

Net

Recorded Basis

U.S. Treasury Securities

25,130

(6)

25,124

Total

25,130

(6)

25,124

As of December 31, 2022

Amortized Cost

Unrealized

Gains (Losses),

Net

Recorded Basis

U.S. Treasury Securities

53,549

(197)

53,352

Total

53,549

(197)

53,352

These securities mature in less than 1 year.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

September 30,

December 31,

2023

2022

Clinical prepayments

1,762

2,679

Prepaid insurance

280

1,870

Prepaid materials and supplies

—

248

Deposits

240

232

Other

942

522

3,224

5,551

Clinical prepayments consist

of amounts paid

in advance to clinical

research organizations (“CROs”) for

expenses related to

our clinical

trials, primarily UB-612, and included $

1.5

million on deposit as of September 30, 2023 that will be credited against final UB-612 trial

expenses. The remaining clinical prepayment amounts are amortized to expense as earned by the CRO and clinical trial sites.

Prepaid

insurance

consists

primarily

0.3

million

and

1.6

million

for

the

unamortized

portion

the

Company’s

annual

D&O

insurance fee as of September 30, 2023 and December 31, 2022, respectively.

Prepaid materials and supplies consist of amounts paid in

advance related to the procurement and/or production of materials for

use in

the Company’s clinical trials, primarily UB-612. There

were

amounts held by related parties

at September 30, 2023 and $

0.2

million

at December 31, 2022.

6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

September 30,

December 31,

2023

2022

Airplane

11,983

Laboratory and computer equipment

3,310

3,146

Software

426

415

Leasehold improvements

534

403

Facilities, furniture and fixtures

Vehicles

Construction in progress

Total property and equipment

16,524

16,136

Less: accumulated depreciation and amortization

(5,401)

(3,624)

Property and equipment, net

11,123

12,512

Depreciation

expense

for

the

three

and

nine

months

ended

September 30,

2023

was

0.7

million

and

1.8

million,

respectively.

Depreciation expense for the three and nine months ended September 30, 2022 was $

0.4

million and $

1.1

million, respectively.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

September 30,

December 31,

2023

2022

Accrued external research and development

1,720

6,904

Accrued compensation

2,689

2,568

Accrued professional fees and other

334

1,722

Accrued interest

—

176

4,744

11,370

8. Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

September 30,

December 31,

2023

2022

Accrued taxes

236

As of

September 30, 2023

and December 31,

2022, approximately

0.2

million of

accrued taxes

related to

penalties and

interest the

Company may be

subject to paying

for late filing

fees related to

a foreign subsidiary. The

Company expects

these amounts to

be forgiven

but has accrued for them until the statute of limitations expires and it is appropriate to write them off.

9. Notes Payable

Note Payable—Airplane

In connection with the acquisition

of an airplane, the Company entered

into a note payable agreement (the

“2025 Note”) in June 2020

for $

11.5

million, with an annual interest rate of

3.4

% and a maturity date of

June 9, 2025

. Principal and interest payments are payable

monthly in the amount of

0.1

million with a final payment

of $

9.4

million at maturity. The 2025 Note is guaranteed

by the co-founders

of the Company. In addition, the Company incurred debt issuance costs of $

0.3

million, which are being amortized over the term of the

loan. There are no financial covenants associated with the 2025 Note.

The carrying value of the 2025 Note is as follows (in thousands):

September 30,

December 31,

2023

2022

Principal

10,124

10,455

Unamortized debt issuance cost

(92)

(131)

Carrying amount

10,032

10,324

Less: current portion

(402)

(391)

Note payable, net of current portion and debt issuance cost

9,630

9,933

As of September 30, 2023, the remaining principal payments for the 2025 Note are as follows (in thousands):

Amount

2023 (remaining 3 months)

113

2024

458

2025

9,553

10,124

Interest expense associated

with the 2025

Note was $

0.1

million and $

0.3

million for the

three and nine

months ended September 30,

2023, respectively.

Interest expense

associated with

the 2025

Note was

0.1

million and

0.3

million for

the three

and nine

months

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ended September 30, 2022, respectively.

Accrued interest of less than $

0.1

million was included in accrued expenses and other current

liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022.

Promissory Note with Related Party

In October 2022, the Company entered into a related party unsecured promissory note (the “2022

Promissory Note”) with UBI for $

4.2

million. The

2022 Promissory

Note accrues

interest at

7.0

% per

annum and

is due

October 1, 2026

. The

2022 Promissory

Note was

issued to satisfy accounts payable to UBI totaling $

4.2

million.

The carrying value of the 2022 Promissory Note is as follows (in thousands):

September 30,

December 31,

2023

2022

Principal

3,276

4,225

Less: current portion

(929)

(1,113)

Note payable with related party, net of current portion

2,347

3,112

As of September 30, 2023, the remaining principal payments for the 2022 Promissory Note are as follows (in thousands):

Amount

2023 (remaining 3 months)

165

2024

1,029

2025

1,103

2026

979

3,276

Interest expense

associated with

the 2022

Promissory Note

was $

0.1

million and

0.2

million for

the three

and nine

months ended

September 30, 2023, respectively.

10. Common Stock

The Company has reserved shares of Class A common stock for issuance for the following purposes:

September 30,

December 31,

2023

2022

Options and RSUs issued and outstanding

22,000,273

20,716,760

Options available for future grants

6,648,567

6,064,003

Warrants issued and outstanding

1,928,020

30,576,860

28,708,783

11. Stock-Based Compensation

2021 Omnibus Incentive Compensation Plan

In November

2021, the

Company established

the 2021

Omnibus Incentive

Compensation Plan

(the “Plan”),

which provides

for the

Company to

grant nonqualified

stock options,

incentive (qualified)

stock options,

stock appreciation

rights, restricted

awards,

restricted stock units, performance awards, cash incentive awards and other equity-based awards (including fully vested shares).

At inception

in November

2021, the

maximum number

of shares

of Class

A common

stock that

could be

issued under

the Plan

was

8,700,000

shares of Class

A common stock.

This number increases

automatically on January

1 of

each year,

commencing January 1,

2023, by the number of shares equal to the lesser of (i)

% of the outstanding shares of our Class A common stock on the immediately

preceding December

31, (ii)

the number

of shares

determined by

the compensation

committee of

the board

of directors,

if any

such

determination is

made, and

(iii) the

number of

shares underlying

any awards

granted during

the preceding

calendar year,

net of

the

underlying

awards

canceled

forfeited

under

the

Plan.

January

2023,

accordance

with

the

automatic

“evergreen”

provision of the Plan, the maximum number of shares that can be issued under the plan was increased to

11,886,306

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

As of

September 30, 2023,

there were

options to

purchase

15,437,818

shares of

Class A

stock outstanding

and options

to purchase

6,362,455

shares of Class B stock

outstanding, of which options to

purchase

10,948,474

shares of Class A common

stock and options

to purchase

5,039,459

shares of Class

B common stock

were exercisable, respectively. As

of September 30, 2023,

the maximum number

of stock options awards available for future issuance under the Company’s plan is

6,648,567

The following table summarizes stock option activity during the nine months ended September 30, 2023:

Number of Stock

Options

Outstanding

Weighted

Average

Exercise Price

Per Share

Weighted

Average

Remaining

Contractual

Term (years)

Aggregate

Intrinsic Value

(in thousands)

Balance at December 31, 2022

20,416,760

5.07

6.8

7,166

Granted

3,466,782

2.28

Exercised

(689,042)

0.66

Forfeited

(1,394,227)

7.44

Balance at September 30, 2023

21,800,273

4.62

6.2

6,421

Options vested and exercisable at September 30, 2023

15,987,933

4.50

5.9

6,338

The aggregate intrinsic value of options

is calculated as the difference between

the exercise price of the

options and the fair value of

the

common stock for those options that had exercise prices lower than the fair value of the common stock as of September 30, 2023.

The intrinsic value of options exercised during the nine months ended September 30, 2023 was $

0.5

million.

The weighted-average grant-date fair value per share of options granted during the nine months ended September 30, 2023 was $

1.88

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2023:

Number of

Weighted

Average

Grant Date

Fair Value

Per Share

Unvested at December 31, 2022

300,000

3.76

Forfeited

(100,000)

3.76

Unvested at September 30, 2023

200,000

3.76

Stock-Based Compensation Expense

The

Company

recorded

stock-based

compensation

expense

the

following

expense

categories

the

accompanying

unaudited

condensed consolidated statements of operations and other comprehensive (income) loss (in thousands):

Three Months Ended September

30,

Nine Months Ended September

30,

2023

2022

2023

2022

General and administrative

1,278

1,509

4,287

3,888

Research and development

491

848

2,140

2,473

Total stock-based compensation expense

1,769

2,357

6,427

6,361

As of September 30, 2023, total unrecognized compensation cost related to the unvested stock-based

awards was $

11.4

million, which

is expected to be recognized over a weighted average period of

2.0

years.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12. Income Taxes

The Company

computes its

expected annual

effective income

tax rate

in accordance

with FASB

Accounting Standards

Codification

(“ASC”) 740

, “Income

Taxes”

and makes

changes on

a quarterly

basis, as

necessary,

based on

certain factors

such as

changes in

forecasted annual pre-tax

income; changes to

actual or forecasted

permanent book to

tax differences; impacts

from tax audits

with state,

federal or foreign tax

authorities; impacts from

tax law changes; or

change in judgment as

to the realizability of

deferred tax assets. The

Company identifies items which are

unusual and non-recurring in nature and

treats these as discrete events.

The tax effect of

discrete

items is recorded in the quarter in which the discrete events occur.

The Company’s

effective tax rate

for the three

months ended September 30, 2023

and September 30, 2022

was

%, due primarily

its uncertainty of realizing a benefit from net operating losses incurred during the period.

In assessing

the realizability

of deferred

tax assets,

management considers

whether it

is more-likely-than-not that

some or

all of

the

recorded deferred

tax assets

will be

realized. The

ultimate realization of

deferred tax

assets is

dependent on

the generation

of future

taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversal

of deferred tax liabilities, projected future taxable income, and tax planning strategies

in making this assessment. Based on these items

and the

consecutive years

of pretax

losses, management

determined that

enough uncertainty

exists relative

to the

realization of

the

deferred income tax asset balances to warrant the application of a full valuation allowance for all taxing jurisdictions.

The Company files income

tax returns in the

U.S. federal and various

state and local jurisdictions. The

Company also files returns

numerous foreign jurisdictions that have varied

years remaining open for examination, but

generally the statute of limitations

is three

to four years from when the return is filed. As of September 30, 2023, the Company has no ongoing audits.

The

Company

has

net

operating

loss

(“NOL”)

carryforwards

for

federal

and

state

income

tax

purposes.

Use

the

NOL

carryforwards is

limited under

Section 382

of the

Internal Revenue

Code, as

the Company

had a

change in

ownership of

more than

% of its capital

stock over a

three-year

period as measured under

Section 382 of the

Internal Revenue Code of

1986, as amended (the

“Code”). These complex changes of ownership rules generally focus on ownership changes involving stockholders owning directly or

indirectly

% or

our

stock,

including certain

public

“groups”

stockholders

set

forth

under

Section

382

the

Code,

including those arising from new stock issuances and other

equity transactions.

Some of these NOL carryforwards will expire if

they

are not used within certain periods. At

this time, the Company considers

it more likely than not that it

will not have sufficient taxable

income in the future that will allow us to realize these NOL carryforwards.

13. Net Loss Per Share

The Company’s potentially dilutive securities, which include warrants, options and restricted stock units,

have been excluded from the

computation of diluted net

loss per share as

the effect would be

to reduce the net

loss per share. Therefore,

the weighted average number

common

outstanding

used

calculate

both

basic

and

diluted

net

loss

per

the

same.

The

Company

excluded

the

following potential common

shares, presented based

on amounts outstanding

at each period

end, from the

computation of diluted

net

loss per share for the three months ended September 30, 2023 and 2022 because including them would have had an

anti-dilutive effect:

September 30,

2023

2022

Options issued and outstanding

21,800,273

20,293,681

Warrants issued and outstanding

1,928,020

Restricted stock units issued and outstanding

200,000

300,000

23,928,293

22,521,701

14. Commitments and Contingencies

Contractual Obligations

The Company enters

into agreements with CROs

to conduct clinical

trials and preclinical

studies and CMOs

to produce vaccines

and

other potential product candidates. Contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option.

As of September 30, 2023, the Company had

remaining prepayments to CROs of $

1.5

million and

remaining prepayments to CMOs

for

activities

associated

with

the

conduct of

its

clinical

trials

and

for

the

production

the

Company’s

anticipated

vaccine

product

candidate.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Michael J. Fox Foundation Grant

On November 3, 2021, the

Company was awarded a grant from

the Michael J. Fox Foundation

for Parkinson’s Research

(“MJFF”) in

the amount of $

0.8

million to be used in a

project for the exploration of markers

for target engagement in individuals immunized

with

UB-312, an

active

-Synuclein (“aSyn”)

immunotherapy.

The Company

will oversee

sample management,

sample preparation

(IgG

fractions) and

distribution, as

well as

characterize the

binding properties

of the

antibodies against

pathological forms

of aSyn.

As funding

is expected to

be received in

tranches over a

two-year period, and

the amounts received

in each tranche

are expected to

be utilized within

12 months,

the funds

received are

recognized as

a short-term

accrued liability.

The Company

recognizes payments

from MJFF

as a

reduction of research and development

expenses, in the same

period as the expenses that

the grant is intended to

reimburse are incurred.

As of

September 30, 2023,

there was

balance remaining

in the

accrued liability

related to

this grant.

For the

nine months

ended

September 30,

2023

and

2022,

the

Company

did

recognize

any

reduction

research

and

development

expenses

for

amounts

reimbursed through the grant.

Coalition for Epidemic Preparedness Innovations (“CEPI”) Grant

In April

2022, the

Company entered

into an

agreement with

the Coalition for

Epidemic Preparedness Innovations

(“CEPI”) whereby

CEPI agreed

to provide

funding of

up to

9.3

million to

co-fund a

Phase 3

clinical trial

of the

Company’s

next generation

UB-612

COVID-19 vaccine candidate as a heterologous

– or ‘mix-and-match’ – booster dose.

The Phase 3 trial, which

began in early 2022, is

evaluating the

ability of

UB-612 to

boost COVID-19

immunity against

the original

strain and

multiple variants

of concern

including

Omicron - in people aged 16 years or older, who have been previously immunized with an authorized COVID-19 vaccine.

The Company will also be performing further manufacturing scale-up work to enable readiness for potential commercialization. Under

the terms of the agreement with

CEPI, if successful, a portion of the

released doses of the commercial product will

be delivered to the

COVID-19 Vaccines

Global Access (“COVAX”)

consortium for distribution to developing countries at low cost.

Cash payments received in advance

under the CEPI Funding Agreement are

restricted as to their use until

expenditures contemplated in

the funding

agreement are

incurred. As

funding is

expected to

be received

in tranches

over an

18-month period,

and the

amounts received

in each tranche are

expected to be utilized

within 12 months, the

funds received are

reflected within restricted

cash with a corresponding

short-term accrued

liability.

As of

September 30, 2023,

the Company

had

remaining restricted

cash or

accrued liability

related to

CEPI funding. The Company recognizes

payments from CEPI as a reduction of

research and development expenses, in

the same period

the

expenses that

the grant

intended

to reimburse

are incurred.

For the

nine

months ended

September 30, 2023,

the Company

reduced research and development expenses by $

1.8

million for amounts reimbursed through the grant.

Lease Agreements

The Company has

two

operating lease

agreements for

office and laboratory

space. The Company

is also

required to pay

certain operating

costs under its leases.

In August 2023, the Company entered into a lease for

9,839

square feet of lab and office space with Space Florida in Exploration Park,

Florida commencing August

12, 2023. The lease

has an initial

one-year

term with an annual

lease obligation of $

0.5

million, after lessee

credits. Additionally, the lease requires the Company to provide a security deposit in the amount of less than $

0.1

million.

In April 2022, the Company entered into a

facility lease agreement for

4,419

square feet of office space in New

York,

New York.

The

lease commenced in April

2022 and will expire

in March 2029 with no

option to renew.

This lease and its

terms were reviewed using

the guidance

found in

ASC 842,

“Leases”.

Since the

lease has

a non-cancellable period

one year

, and

after the first

year both

the

Company and the landlord have

the option to early terminate

the lease for any or

no reason, the Company

has elected to apply the

short-

term expedient, which does not subject the New York lease to capitalization.

Rent expense for

the three and

nine months ended

September 30, 2023 was $

0.1

million and $

0.5

million, respectively.

Rent expense

for the three and nine months ended September 30, 2022 was $

0.2

million and $

0.4

million, respectively.

License Agreements

In August 2021,

the Company entered

into a license

agreement (the “Platform

License Agreement”) with

UBI and certain

of its affiliates

that

expanded intellectual

property rights

held

under

previously issued

license agreements

with

UBI. As

part of

the

agreement,

the

Company obtained a worldwide, sublicensable (subject to certain conditions), perpetual, fully paid-up, royalty-free license to research,

develop, make, have made, utilize, import, export, market, distribute, offer for sale, sell, have sold, commercialize or otherwise exploit

peptide-based

vaccines

the

field

all

human

prophylactic

and

therapeutic

uses,

except

for

such

vaccines

human

immunodeficiency virus (HIV), herpes simplex virus (HSE) and Immunoglobulin E (IgE).

The patents and patent applications licensed

under the

Platform License Agreement

include claims directed

to a

CpG delivery

system, artificial T

helper cell

epitopes and

certain

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

designer peptides and proteins utilized in UB-612. In consideration for the Platform License Agreement, the Company issued to UBI a

warrant to purchase Class A common stock (the “UBI Warrant”).

The Company considered ASC 805, “Business Combinations” (“ASC 805”) and ASC 730, “Research and Development” (“ASC 730”)

in determining

how to

account for

the license

agreement acquired

and the

issuance of

the UBI

Warrant.

The majority

of the

voting

interests in UBI and in the Company were held by a group

of immediate family members, at the time of the transaction, and as such

the

transaction constitutes a common control

transaction, which requires the license to

be accounted for at the

carrying value in the books

of the transferor and the excess of consideration paid over the carrying value as a capital transaction.

Indemnification Agreements

In the ordinary

course of business,

the Company may

provide indemnification of

varying scope and

terms to employees,

consultants,

vendors, lessors,

business partners and

other parties

with respect

to certain

matters including, but

not limited

to, losses

arising out

breach of such

agreements or from

intellectual property infringement

claims made by

third parties. In

addition, the Company

has entered

into indemnification agreements with members of its board of directors and executive officers that will require the Company to, among

other things,

indemnify them

against certain

liabilities that

may arise

by reason

of their

status or

service as

directors or

officers. The

maximum potential amount of future payments

the Company could be required to

make under these indemnification agreements is,

many cases, unlimited.

date, the Company has

not incurred any

material costs as

a result of

such indemnification obligations. The

Company

not

aware

any

indemnification

arrangements

that

could

have

material

effect

its

financial

position,

results

operations, or cash flows, and it has

t accrued any liabilities related to such obligations as

of September 30, 2023 and December 31,

2022.

Legal Proceedings

From

time

time,

the

Company

may

become

involved

legal

proceedings

arising

the

ordinary

course

business.

September 30, 2023 and December 31, 2022, the Company was not a party to any material legal matters or claims.

Loss Contingency

In April

2021, the

Company engaged

United Biopharma,

Inc. (“UBP”)

to begin

acquiring raw

materials for

use in

the production

GMP grade recombinant protein for

UB-612, the Company’s COVID-19 vaccine candidate under

an Authorization to Proceed

(“ATP”)

agreement for $

million of materials. Through August 2021, $

7.2

million of materials were ordered by UBP, $

3.0

million of materials

were received by UBP

and paid for with

an advance payment

from the Company.

The Company has

recognized $

3.0

million in expense

for these materials purchases authorized under the ATP.

When the Company asked

to pause further manufacture

of protein upon rejection

of the Emergency

Use Authorization application by

Taiwan in August

2021, UBP

requested that

its suppliers

cancel the

remaining $

4.2

million in

orders for

which it

had not

taken possession

of the

materials. In the

fourth quarter of

2022, the

Company learned that

most of

the suppliers refused

to cancel

the orders, although

some agreed to seek other buyers for the materials. For these orders, management has not yet concluded that a loss for

the Company is

probable, or that

one amount of

loss is a

better estimate than

any other amount,

since they were

not originally authorized by

the ATP

and UBP’s suppliers may be able to dispose of some amount to other buyers. Hence, an expense has

t been recognized for them.

As of November 8, 2023, there is

no claim against the Company by

UBP related to these orders, no

settlement or other agreement has

been reached between the Company and UBP or, to the Company’s knowledge, between UBP and its suppliers. Therefore, the range of

the potential loss is still $

to $

4.2

million.

15. Benefit Plans

March

2018,

the

Company

established

defined

contribution

savings

plan

under

Section

401(k)

the

Code.

This

plan

covers

substantially all

U.S. employees

who meet

minimum age

and service

requirements and

allows participants

to defer

a portion

of their

annual compensation on a

pre-tax basis. The Company

matches employee contributions to

the Plan at

100

% up to

% of the employee’s

base salary.

The Company offers its Ireland-based employees

a Personal Retirement Savings Account (“PRSA”) that allows participants

to defer a

portion of their annual compensation. The Company provides contributions equal to

% of each participant’s annual salary. During the

three and nine months ended September 30, 2023 and 2022, the Company contributed less than $

0.1

million to PRSA accounts.

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

16. Related Party Transactions

The Company has related party arrangements with

UBI and a number of its affiliated companies namely, United Biomedical, Inc., Asia

(“UBIA”), UBI Pharma, Inc. (“UBI-P”), United BioPharma, Inc (“UBP”) and UBI IP Holding (“UBI-IP”).

As of September 30, 2023, UBI

owned

% of the Company’s stock. The majority

of the voting interests in

both UBI and the Company

were held by a group of immediate family members, and as such the entities are under common control.

These related parties are governed by various Master Services Agreements (“MSA”) detailed below.

UBI MSA - UBI provides research, development and clinical functions to the Company. There is also a purchase arrangement

with UBI for the production and shipment of the Company’s diagnostic test kits.

UBIA MSA - UBI-Asia for manufacturing, quality control, testing, validation, and supply services.

UBP MSA - UBP provides the Company with manufacturing, testing and validation services.

COVID MSA (“COVID MSA”) - COVID

MSA provides that UBI acts as

COVAXX’s

agent with respect to matters relating

the

Company’s

COVID-19

program

and

provides

research,

development,

manufacturing

and

back

office

administrative

services to the Company.

COVID-19 Relief

MSA -

A four-company

MSA with

UBI, UBI-Asia

and UBP.

The Company

is an

exclusive licensee

technologies related to diagnostics, vaccines, and therapies for COVID-19. The MSA established the terms under which UBI-

Asia

provides

research,

development,

testing

and

manufacturing

services

the

Company

and

UBP

provides

contract

development and manufacturing services to the Company.

In August

2021, Vaxxinity

entered into

a license

agreement with

UBI and

certain of

its affiliates

(collectively,

the “Licensors”)

that

expanded

intellectual

property

rights

previously

licensed

under

the

Original

UBI

Licenses

exchange

for

warrant

purchase

1,928,020

shares of Vaxxinity Class A common stock. The UBI Warrant

is exercisable at an exercise price of $

12.45

per share (subject

to adjustment

pursuant thereto),is

not subject

to vesting,

and has

a term

five years

See note

14 to the

condensed consolidated

financial

statements.

The Company also considers

Destination Systems, its travel and

logistics firm, a related

party since its Chief Executive

Officer, Landon

Ogilvie, is on the Company’s board of directors.

Total related party operating activity is as follows (in thousands):

September 30,

December 31,

2023

2022

Consolidated balance sheet

Assets

Prepaid expenses and other current assets

—

237

Amounts due from related parties

407

414

Liabilities

Amounts due to related parties

12,512

12,772

Current portion of note payable

929

1,113

Note payable

2,347

3,112

Accrued interest payable

—

VAXXINITY,

INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September

30,

Nine Months Ended September

30,

2023

2022

2023

2022

Operating expenses

Research and development

Services provided by related parties

—

424

1,139

General and administrative

Services provided by related parties

1,076

—

2,133

—

Other income/expense

Related party interest expense

—

193

—

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our

financial condition and results

of operations should be read

together with our unaudited

condensed consolidated financial statements

and related notes

and other financial information

appearing elsewhere in

this Quarterly

Report on Form 10-Q. We intend for this

discussion to provide you with information

that will assist you

in understanding our unaudited

condensed consolidated financial statements, the changes in key items in those unaudited condensed consolidated financial statements

from period

to period and the

primary factors that accounted

for those changes.

Some of the

information contained in this

discussion

and analysis

or set

forth elsewhere in

this Quarterly

Report, including

information with

respect to our

plans and

strategy for

our business

and related

financing, includes

forward-looking

statements that

involve risks,

uncertainties and

assumptions. See

the section

of this

Quarterly Report titled

“Special Note Regarding

Forward-Looking Statements”

for a discussion

of forward-looking

statements. As a

result of many factors, including those factors set forth under

“Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K

for the year ended

December 31, 2022, in

Item 1A of

Part II of this

Quarterly Report on

Form 10-Q, or

in other filings

that we make

with the SEC

, our actual results could differ materially from management’s

expectations and the results described in or implied by the

forward-looking statements contained in the

following discussion and analysis. Investors and others

should note that we routinely

use

the Investors section of our

website to announce material information

to investors and the marketplace.

While not all of the

information

that

post

the

Investors

section

our

website

material

nature,

some

information

could

deemed

material.

Accordingly,

we encourage investors,

the media, and

others interested

in us to

review the

information that we

share on

the Investors

section of our website, https://vaxxinity.com/.

Overview

are engaged in

the development of

rationally designed prophylactic

and therapeutic vaccines

for chronic disorders

and infectious

diseases with

large patient

populations and

unmet medical

needs. While

vaccines have

traditionally been

unable to

combat such

disorders

effectively and

safely, we believe

our platform

could overcome

the traditional

hurdles facing

vaccines in

this area.

Our Vaxxine Platform

relies on a synthetic peptide vaccine technology first developed

by UBI and subsequently refined over the last two decades.

We believe

our vaccines have

the potential to

combat conditions that

have not yet

been successfully treated,

or which have

primarily been addressed

with monoclonal antibodies

(“mAbs”) which, while

generally effective,

are extremely costly

and cumbersome, and

thus have limited

accessibility.

Our pipeline

primarily

consists of

five programs

focused on

chronic disease,

spanning neurodegenerative

disorders

addition to other neurology and cardiovascular indications. Given the ongoing need for booster vaccines to address COVID-19 and our

Vaxxine Platform’s applicability to infectious

disease, we

are also

opportunistically advancing

a product

candidate that

addresses SARS-

CoV-2.

Our current pipeline consists

of six programs from

early to late-stage development, which

fall into 3 major

areas: Neurodegeneration,

Next Wave Chronic, and Infectious Disease.

Our Neurodegeneration pipeline consists of

UB-311, our leading

neurology product candidate, which targets

the primary pathological

process of

Alzheimer’s disease

(“AD”); UB-312,

which targets

the pathological

process of

Parkinson’s

disease (“PD”)

and other

so-

called

synucleinopathies;

and

VXX-301,

anti-tau

protein

product

candidate

which

has

the

potential

address

multiple

neurodegenerative conditions,

including AD.

Our Next

Wave

Chronic pipeline

consists of

UB-313, which

targets

Calcitonin Gene-

Peptide

(“CGRP”)

prevent

migraines;

and

VXX-401,

which

targets

proprotein

convertase

subtilisin/kexin

type

serine

protease (“PCSK9”) to reduce low-density lipoprotein (“LDL”) cholesterol, a risk factor for atherosclerotic heart disease. Through our

Vaxxine

Platform, we believe

we may

be able to

address a wide

range of other

chronic diseases, including

diseases that

are or

could

potentially be successfully treated by mAbs, which increasingly dominate the treatment paradigm but remain accessible only to a small

proportion of patients who could potentially benefit from them.

In addition to

our Neurodegeneration and

Next Wave Chronic disease

pipelines, given our

Vaxxine Platform’s applicability to infectious

disease and the ongoing need for booster vaccines to address SARS-CoV-2, we are advancing an

Infectious Disease product candidate,

UB-612,

heterologous

booster

against

COVID-19.

have

reported

topline

results

pivotal

Phase

trial

UB-612

and

completed rolling

submissions for

conditional/provisional authorization

with regulatory authorities

in the United

Kingdom and

Australia

in March 2023.

Our ability to

generate revenue sufficient

to achieve profitability

will depend on

the eventual regulatory

approval and commercialization

of one or more of

our product candidates. We

have not yet obtained any

regulatory approvals for our product candidates

or conducted

sales and marketing activities for our product candidates.

We have principally funded our operations through

financing transactions. Through September 30,

2023, we received gross proceeds

$306.8 million

in connection

with various

financing transactions,

including the

sale of

preferred and

common stock,

the issuance

promissory notes (including

convertible promissory notes

(“Convertible Notes”)), and

the entry into

simple agreements for

future equity

(“SAFEs”).

Costs associated with research and development are the most significant

component of our expenses. These costs can vary greatly from

period to

period depending

on the

number,

timing, size,

scope and

nature of

various trials

for our

product candidates.

anticipate

incurring greater selling and marketing expenses if

we commercialize any of our product candidates

in the future and prepare for

such

commercialization.

Our product candidates are in

clinical stage or pre-clinical stage

development. We

have generated limited revenue

to date

and have

incurred significant

operating losses

since inception.

Net losses

were $13.1

million and

$19.3 million

for the

three

months ended September 30, 2023 and 2022,

respectively. Net losses

were $45.5 million and $54.8 million for

the nine months ended

September 30, 2023 and 2022, respectively. As of September 30, 2023, we had an accumulated deficit of $350.2 million.

We have taken several steps to reduce our rate of cash burn for our research and development and general and administrative activities,

including

reducing

headcount

through

attrition

and

organizational

restructuring,

limiting

use

external

consultants

and

other

professional services,

and prioritizing

research and

development activities

for certain

programs while

deferring other

activities. As

result of these efforts, as of the

date of this report we expect our existing cash

and cash equivalents and short-term investments will be

sufficient to

fund our

operating expenses

and capital

expenditure requirements

through early

Q4 2024.

See Note

1 to

the condensed

consolidated financial statements.

Thereafter, our

viability will depend

on our ability

to raise additional

capital to finance

operations, to successfully

commercialize our

product candidates, if approved, or to enter into collaborations with third parties for the development and / or commercialization of our

product candidates.

If we

are unable

to do

any of

the foregoing,

we would

be forced

to delay,

limit, reduce

or terminate

our product

candidate development or future

commercialization efforts. Our

estimates are based on

a variety of

assumptions that may

prove to be

wrong, and we could exhaust our available capital resources sooner than expected. See “— Liquidity and Capital

Resources.”

Recent Developments

In August

2023, results from

the Phase 2a

trial of UB-311

in patients with

mild Alzheimer’s

disease were

published in The

Lancet’s

eBioMedicine.

In October

2023, Peter

Powchik, MD

assumed his

role as

Vaxxinity’s

Executive Vice

President, Global

Scientific Director,

with the

departure of Ulo Palm

and Sumita Ray, JD, assumed her

role as Vaxxinity’s Chief Legal, Compliance, and Administrative Officer,

with

the departure of René Paula.

Also in October 2023,

we have expanded the

Phase 1 trial of

VXX-401 to test higher

dose levels, due to

VXX-401’s favorable

safety

and tolerability profile to date.

Through the second half

of 2023, exploratory target

engagement and biomarker assays from

the Phase 1 clinical

trial of UB-312 have

continued

yield

encouraging

results.

UB-312-induced

antibodies

slowed

alpha-synuclein

(“aSyn”)

aggregation

patient

cerebrospinal fluid (“CSF”), demonstrating

BBB crossing and clear

target engagement

in vivo

UB-312 reduced aggregated aSyn

in PD

patients over time, as compared to placebo, as measured by fluorescence max

in a seed amplification assay. A

reduction of aggregated

aSyn over time in the CSF of PD patients immunized with UB-312 was also observed, as compared to those on placebo.

Components of Our Unaudited Condensed Consolidated Results of Operations

Revenue

We recorded no revenue for the three months ended September 30, 2023 and 2022 and the nine months ended September 30, 2023 and

2022. We

do not

expect to

generate any

meaningful revenue unless

and until we

obtain regulatory

approval of and

commercialize or

out-license at least

one of our

product candidates, and

we do not

know when, or

if, this will

occur. If

our development efforts

for our

product candidates are successful

and result in commercialization,

we may generate additional

revenue in the future

from a combination

of product sales or

payments from collaboration or

license agreements that we

have entered into or

may enter into with

third parties. We

have

incurred significant

losses since

our inception.

expect to

incur losses

for the

foreseeable future

and may

never achieve

maintain profitability.

Cost of Revenue

recorded no

cost of revenue

for the

three months ended

September 30, 2023 and

2022 and the

nine months

ended September 30,

2023 and 2022. If

our development efforts in

respect of our current

pipeline of product candidates

are successful and result

in regulatory

approval, we

expect our

cost of

revenue will

increase in

relative proportion

to the

level of

our revenue

as we

commercialize the

applicable

product candidate. We

expect that the cost of

revenue will increase in absolute dollars

as and if our revenue

grows and will vary from

period to period as a percentage of revenue.

Research and Development Expenses

The design, initiation and execution of

candidate discovery and development programs

of our potential future product candidates

is key

to our

success and

involves significant

expenses. Prior

to initiating

these programs,

project teams

incorporating individuals

from the

essential disciplines within the Company scope

out the activities, timing, requirements, inclusion

and exclusion criteria and the primary

and

secondary

endpoints.

Once

have

decided

proceed,

our

Vaxxine

Platform

enables

the

iteration

drug

candidates

the

discovery

phase

through

rapid,

rational

design

and

formulation.

After

have

identified

drug

candidates,

the

costs

scaling

the

formulation from

research grade

to clinical

grade, then

to commercial

grade, typically

consumes significant

resources. In

addition to

internal research

and development,

we utilize

service providers,

including related

parties, to

complete activities

we lack

the internal

resources to handle.

Research and development expenses consist primarily of costs incurred for research activities, including drug discovery efforts and the

development of our product candidates. We expense research and development costs as incurred, which include:

•

expenses incurred to conduct the necessary preclinical studies and clinical trials required to obtain regulatory approval;

•

expenses incurred under agreements with CROs

that are primarily engaged in the

oversight and conduct of our

clinical trials,

preclinical studies and drug discovery efforts and contract manufacturers that are primarily engaged to provide preclinical

and

clinical drug substance and product for our research and development programs;

•

other costs related to acquiring and manufacturing materials in connection with our drug discovery efforts and preclinical

studies and clinical trial materials, including manufacturing validation batches;

•

costs

investigative

sites

and

consultants

that

conduct

our

clinical

trials,

preclinical

studies

and

other

scientific

development services;

•

employee-related

expenses,

including

salaries

and

benefits,

travel

and

stock-based

compensation

expense

for

employees

engaged in research and development functions;

•

costs related to compliance with regulatory requirements; and

•

facilities-related costs, depreciation and other expenses, which include rent and utilities.

recognize external

development

costs based

an evaluation

the progress

completion of

specific

tasks using

information

provided to us

by service providers.

This process involves

reviewing open contracts

and purchase orders,

communicating with personnel

to identify services

that have been

performed on

our behalf and

estimating the

level of service

performed and the

associated cost incurred

for the service when we have not yet been invoiced or otherwise notified of actual costs. Any

nonrefundable advance payments that we

make for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses.

Such amounts are expensed as the

related goods are delivered or the

related services are performed, or until

it is no longer expected that

the goods will be delivered, or the services rendered, at which point the net remainder is expensed.

We continue to work with related parties for the advancement of our research and development programs,

including for manufacturing,

quality control,

testing, validation,

and supply

services. While

this related party

work has

significantly diminished over

the last

year,

and we expect this trend to continue, we are still reliant on UBIA to provide certain manufacturing-related

and prior-conducted clinical

data that will be needed

for inclusion in our regulatory

applications for UB-612. During the

nine months ended September 30, 2023

and

2022, related party expenses were approximately 1.5% and 11.8% of our research and development expenses, respectively.

Where appropriate,

we allocate

certain external

research and

development expenses

on a

program-by-program basis. These

expenses

primarily relate

to third-party

clinical development

services (such

as those

provided by

clinical research

organizations

and research

laboratories), manufacturing expenses, and consulting and other professional services expenses. The Company's major programs are in

the

areas

Neurodegenerative

Disease,

Chronic

Disease

and

Infectious

Disease.

Other

programs

include

Platform

development

activities and preclinical research. We do not allocate our internal research

and development expenses and certain external

research and

development expenses,

such as

personnel expenses,

facility costs,

laboratory materials

and equipment

costs, and

travel and

entertainment

expenses

research

and

development

activities,

specific

programs

because,

for

example,

our

research

and

development

personnel work across programs, and

programs share common facilities, laboratory materials,

and equipment, and any such

allocation

would necessarily involve significant

estimates and judgments and,

accordingly, would be imprecise. When

we refer to the

research and

development expenses associated with a specific program, these refer exclusively to

the allocated third-party expenses associated with

that product candidate. All other research and development costs are referred to as unallocated costs.

Product candidates in

later stages of

clinical development generally

have higher development

costs than those

in earlier stages

of clinical

development,

primarily

due

the

increased

size

and

duration

later-stage

clinical

trials.

Additionally,

greater

research

and

development overhead is

required to support

broader and more

rapid development of

our Vaxxine Platform and new product

candidates.

As a result, we expect that our research and

development expenses could increase if we continue

our existing and planned clinical trials

and conduct

increased pre-clinical and

clinical development activities,

including submitting regulatory

filings for product

candidates,

and focus more generally on the development of our chronic disease product candidates.

At this time,

we cannot reasonably

estimate or know

the nature, timing

and costs of

the efforts that

will be necessary

to complete the

pre-clinical and clinical development of any of our product candidates or when, if ever, material net cash inflows may commence from

any of our product candidates.

General and Administrative Expenses

General

and

administrative

expenses

consist

primarily

salaries

and

benefits,

travel

and

stock-based

compensation

expense

for

personnel

executive,

business

development,

finance,

human

resources,

legal,

information

technology,

public

relations,

communications and administrative functions. General

and administrative expenses also

include insurance costs and

professional fees

for

legal,

patent,

consulting,

investor

and

public

relations,

accounting

and

audit

services

and

other

general

operating

expenses

not

otherwise classified as research and development expenses.

In the event UB-612 obtains regulatory approval and we subsequently commence commercialization of

this product, we expect general

and administrative expenses

will increase. We have incurred

and expect to

continue to incur

public company-related expenses,

including

services associated with maintaining compliance with Nasdaq listing and

SEC requirements, director and officer liability insurance and

investor and public relations costs.

Other Expense (Income)

Interest Expense

Interest expense consists of interest incurred on (i)

the note entered into during June 2020 for

the acquisition of an airplane (the “2025

Note”) and (ii) the related party promissory note (the “2022 Promissory Note”) entered into during 2022.

Interest Income

Interest income consists of income earned on our cash and cash equivalents, money market holdings, and short-term investments.

(Gain) Loss on Foreign Currency Translation, Net

Our foreign subsidiaries,

which are wholly-owned

by the Company, use

the U.S. dollar

as their functional

currency and maintain

records

the

local

currency.

Nonmonetary

assets

and

liabilities

are

remeasured

historical

rates

and

monetary

assets

and

liabilities

are

remeasured at exchange

rates in effect at

the end of

the reporting period.

Income statement accounts

are remeasured at

average exchange

rates for the reporting period.

The resulting gains or

losses are included in

foreign currency losses (gains) in

the condensed consolidated

financial statements.

Provision for Income Taxes

We have not recorded any significant amounts related

to income tax but have

reserved $0.7 million of unrecognized

tax benefits against

NOLs. We have not recorded any income tax benefits for the majority of our net losses we incurred to date.

account for income

taxes using the

asset and liability

method, which requires

the recognition of

deferred tax assets

and liabilities

for the expected future tax consequences of events that have been included in the consolidated financial statements or our tax returns.

Deferred tax assets

and liabilities are

determined based on the

difference between the financial

statement carrying amounts

and tax basis

of existing assets and liabilities and for loss and credit carryforwards, which are measured

using the enacted tax rates and laws in effect

in the years in which the differences are expected

to reverse. The realization of our deferred

tax assets is dependent upon the generation

of future taxable income, the

amount and timing of which

are uncertain. Valuation allowances are provided if, based upon

the weight of

available evidence, it is more likely than

not that some or all of

the deferred tax assets will not be

realized. As of September 30, 2023,

we continue to maintain

a full valuation allowance

against all of our

deferred tax assets based

on evaluation of all

available evidence.

file income tax returns

in the U.S. federal

and state jurisdictions and

may become subject to

income tax audit and

adjustments by

related tax authorities. Our tax

return periods (for entities then

in existence) for U.S. federal income

taxes for the tax years

since 2017

remain open to examination under the statute of limitations by the Internal Revenue Service and state jurisdictions. We record reserves

for potential tax

payments to various

tax authorities related

to uncertain

tax positions, if

any.

The nature of

uncertain tax positions

subject

significant

judgment

management

and

subject

change,

which

may

substantial.

These

reserves

are

based

determination of whether

and how much

a tax benefit

taken by us

in our tax

filings or positions

is more likely

than not to

be realized

following the resolution of any potential contingencies related to the tax benefit. We develop our assessment of uncertain tax positions,

and the associated cumulative probabilities, using internal

expertise and assistance from third-party experts. As

additional information

becomes

available,

estimates

are

revised

and

refined.

Differences

between

estimates

and

final

settlement

may

occur

resulting

additional tax expense. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of our

provision for income taxes.

Condensed Consolidated Results of Operations

The following is a summary of our unaudited condensed consolidated results of operations:

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

2023

2022

Change $

2023

2022

Change $

Operating expenses:

Research and development

7,910

12,468

(4,558)

27,679

34,609

(6,930)

General and administrative

5,535

7,300

(1,765)

18,956

20,546

(1,590)

Total operating expenses

13,445

19,768

(6,323)

46,635

55,155

(8,520)

Loss from operations

(13,445)

(19,768)

6,323

(46,635)

(55,155)

8,520

Other (income) expense:

Interest expense

176

122

514

264

250

Interest income

(512)

(545)

(1,657)

(625)

(1,032)

(Gain) loss on foreign currency translation, net

(25)

(28)

Total other (income) expense, net

(300)

(516)

216

(1,093)

(389)

(704)

Net loss

(13,145)

(19,252)

6,107

(45,542)

(54,766)

9,224

Research and Development Expenses

Comparison of the Three Months Ended September 30, 2023 and 2022

Allocated external research and development expenses decreased from $6.1 million for the three months ended September 30, 2022 to

$4.0 million for the three months ended September 30, 2023.

Neurodegenerative

Disease

Program

expenses

increased

from

$0.3

million

for

the

three

months

ended

September 30,

2022

$0.5

million for the

three months ended

September 30, 2023. This

increase primarily resulted

from a $0.3

million increase in

expenses for

UB-312 primarily attributable to our Phase 1 trial entering the completion phase.

Next Wave

Chronic Disease

Program expenses

increased from

$1.6 million

for the

three months

ended September 30,

2022 to

$1.8

million for the

three months ended

September 30, 2023. This

increase primarily resulted

from a $0.2

million increase in

expenses for

VXX-401 primarily attributable to active patient enrollment in the Phase 1 trial during the quarter.

Infectious Disease Program

expenses decreased from $4.0

million for the

three months ended

September 30, 2022 to

$1.6 million for

the three

months ended

September 30, 2023.

This decrease

primarily resulted

from a

$2.4 million

decrease in

expenses for

UB-612

primarily attributable to the Phase 3 trial entering the completion phase as all patient visits were completed in Q3 2023.

Unallocated research and

development expenses decreased

from $6.4 million

for the three

months ended September 30,

2022 to $3.9

million for

the three

months ended

September 30, 2023.

This decrease

primarily resulted

from a

$1.7 million

decrease in

personnel-

related expenses (including $0.4 million in stock-based compensation) primarily

attributable to attrition and internal restructuring,

and

a $0.6 million decrease in external consulting services.

Comparison of the Nine Months Ended September 30, 2023 and 2022

Allocated external research and development expenses decreased from $16.7 million for the nine months ended September 30, 2022 to

$12.4 million for the nine months ended September 30, 2023.

Neurodegenerative

Disease

Program

expenses

decreased

from

$2.2

million

for

the

nine

months

ended

September 30,

2022

$1.3

million for the

nine months ended

September 30, 2023. This

decrease primarily resulted

from a $0.6

million decrease in

expenses for

UB-312 primarily attributable to our Phase 1 trial entering the completion phase and a $0.2 million decrease in expenses for VXX-301

primarily attributable to reduced pre-clinical activity.

Next Wave

Chronic Disease

Program expenses

increased from

$5.0 million

for the

nine months

ended September 30,

2022 to

$5.8

million for the

nine months ended

September 30, 2023.

This increase primarily

resulted from a

$0.9 million increase

in expenses for

VXX-401 primarily attributable to active patient enrollment in the Phase 1 trial.

Infectious Disease Program expenses

decreased from $9.2 million

for the nine months

ended September 30, 2022 to

$5.0 million for the

nine

months

ended

September 30,

2023.

This

decrease

resulted

from

$4.2

million

decrease

expenses

for

UB-612

primarily

attributable to the Phase 3 trial entering the completion phase as all patient visits were completed in Q3 2023.

Unallocated research and development expenses decreased from $17.9 million for the nine months ended September 30, 2022 to $15.3

million for

the nine

months ended

September 30, 2023.

This decrease

primarily resulted

from a

$2.8 million

decrease in

personnel-

related expenses (including $0.3 million in stock-based compensation) primarily

attributable to attrition and internal restructuring, and

a $1.1 million

decrease in external

consulting services, partially offset

by a $0.8

million increase in facility

and laboratory equipment

costs attributable to rental

of additional laboratory and

office space and increased

lab supplies and

maintenance costs, and

a $0.4 million

increase in other indirect expenses primarily attributable to increased travel and IT services.

General and Administrative Expenses

Comparison of the Three Months Ended September 30, 2023 and 2022

General and

administrative expenses decreased

from $7.3 million

for the

three months ended

September 30, 2022 to

$5.5 million for

the three months ended September 30, 2023.

The

decrease

was

primarily

due

decrease

$0.7

million

personnel-related

expenses

(including

$0.2

million

stock-based

compensation) primarily attributable to attrition and internal restructuring,

a decrease in director and officer insurance expense of

$0.5

million, and a $0.3 million decrease in external consulting and professional services.

Comparison of the Nine Months Ended September 30, 2023 and 2022

General and administrative expenses decreased from $20.5 million for the nine months ended

September 30, 2022 to $19.0 million for

the nine months ended September 30, 2023.

The decrease was

due to decreases

of $1.5 million

in director and

officer insurance

expense, $0.6 million

in payroll-related expenses

primarily attributable to

attrition and internal

restructuring, and $0.3

million in external

consulting services, partially

offset by

a $0.5

million increase in external professional services and a $0.4

million increase in stock-based compensation due to the

increase in board

size in early 2023.

Liquidity and Capital Resources

Sources of Liquidity

We have not yet obtained regulatory approval for or commercialized any of our product candidates, which are in various phases of pre-

clinical and clinical development. We have financed operations primarily through the issuance of common stock, convertible preferred

stock, borrowings under promissory notes

(including the Convertible Notes) and

the execution of Simple Agreements

for Future Equity

(“SAFEs”).

Through

September 30,

2023,

received

gross

proceeds

$306.8

million

connection

with

various

financing

transactions, including the sale of

preferred and common stock, the

issuance of promissory notes

(including Convertible Notes), and

the

execution of SAFEs. As of

September 30, 2023, we had $42.5

million of cash, cash equivalents

and short-term investments compared

to $86.8 million as of December 31, 2022. The decrease in cash, cash equivalents and short-term securities for the periods reported are

primarily due to the factors described under “Cash Flows” below.

In August 2023, we

entered into an at-the-market

offering program pursuant to

which we may issue

and sell, from time

to time, up to

$100,000,000 of

our Class

A common

stock. For

the three

months ended

September 30, 2023,

we did

not sell

any shares

under this

program.

Cash Flows

The

following

table

provides

information

regarding

our

cash

flows

for

the

nine

months

ended

September 30,

2023

and

2022

(in

thousands):

September 30,

December 31,

2023

2022

Balance Sheet Data:

Cash and cash equivalents

17,395

33,475

Short-term investments, net

25,124

53,352

Restricted cash

206

1,095

Total assets

57,479

106,399

Total liabilities

33,774

44,222

Total stockholders' equity

23,705

62,177

Nine Months Ended September 30,

2023

2022

Statement of Cash Flow Data:

Net cash (used in) provided by operating activities

(45,393)

(41,451)

Net cash (used in) provided by investing activities

29,251

(81,600)

Net cash (used in) provided by financing activities

(827)

(58)

Net (decrease) in cash, cash equivalents and restricted cash

(16,969)

(123,109)

Operating Activities

Net cash used in operating activities

for the nine months ended September 30, 2023

was $45.4 million, primarily resulting from a

$45.5

million net loss and

an unfavorable $6.9

million change in

operating assets and liabilities,

partially offset by total

non-cash items of

$7.0

million. The changes in net operating assets and liabilities were primarily due to a $6.6 million decrease in accrued expenses and other

current liabilities and a $2.3 million decrease in accounts payable, offset by

a $2.3 million decrease in prepaid expenses.

The non-cash

adjustments to net loss

primarily consisted of

$6.4 million of stock-based

compensation and $1.8

million in depreciation,

partially offset

by $1.2 million in amortization of discount on short-term investments.

Net cash used in operating activities

for the nine months ended September 30, 2022

was $41.5 million, primarily resulting from

a $54.8

million net

loss, an

unfavorable $6.2

million change

in operating

assets and

liabilities and

total non-cash

items of

$7.1 million.

The

changes in net

operating assets and

liabilities were primarily due

to a decrease

of $2.7 million

in amounts due

to related party,

$7.5

million increase in

accrued expenses and

other current liabilities

a $3.3 million

increase in prepaid

expenses and a

$2.1 million decrease

in long-term

deposits. The

primary non-cash

adjustments to

net loss

consisted of

$6.4 million

of stock-based

compensation and

$1.1

million in depreciation.

Investing Activities

Net cash provided

by investing activities

totaled $29.3 million

for the nine

months ended September 30,

2023. The cash

provided by

investing activities consisted

primarily of the

acquisition and redemption

of short-term investments,

and the acquisition

of laboratory

and computer equipment.

Net cash used

in investing activities

totaled $81.6 million

for the nine

months ended September 30,

2022. The cash

used in investing

activities consisted primarily of the acquisition of short-term investments.

Financing Activities

Net cash used by financing activities was less than $0.8 million for the nine months ended September 30, 2023.

We repaid $1.3 million

in notes payable principal and received $0.5 million from the exercise of stock options.

Net cash used in financing activities

was $0.1 million for the nine

months ended September 30, 2022. We

repaid $0.3 million in notes

payable principal and received $0.3 million from the exercise of stock options.

Funding Requirements

have incurred

net losses

in each

reporting period

since inception.

do not

expect to

generate any

revenue unless

and until

obtain regulatory approval of and commercialize our product candidates or enter into collaboration or licensing arrangements with one

or more third-party strategic partners. We

do not know when, or

if, this will occur.

We will

continue to incur significant losses for

the

foreseeable future even if we ultimately receive

regulatory approval for one or more of

our product candidates and commercialize any

approved products,

and we

expect the

losses to

increase as

we continue

the development

of, and

seek regulatory

approvals for,

our

product candidates and begin to commercialize any approved products.

As of the

date of this

Quarterly Report, we

expect our existing

cash, cash equivalents

and short-term investments,

together with expected

savings from

cost reduction

efforts,

will be

sufficient

to fund

our operating

expenses through

the early

Q4 2024.

See Note

1 to

the

condensed consolidated financial statements.

As of September 30, 2023,

other than our 2025

Note and the 2022

Promissory Note, we

have no material debt obligations.

We have based

our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use all of

our available capital resources sooner than we expect. Our future capital requirements will depend on many factors,

which include:

•

the scope, number, progress, initiation, duration, cost, results and timing of clinical trials, pre-clinical programs and

nonclinical studies of our current or future product candidates;

•

the outcomes and timing of regulatory reviews, approvals or other actions;

•

the timing and

manner in which

we manufacture our

pre-clinical and clinical drug

material, the terms

on which we

can have

such manufacturing completed, and the extent to which we undertake commercialization of any drug products, if approved;

•

the extent to which we establish sales, marketing, medical affairs and distribution infrastructure to commercialize any product

candidates;

•

the timing and extent

to which we expand

our operational, financial and

management systems and infrastructure,

and facilities;

•

the timing and extent to which we increase our personnel to support operations, including necessary increases in headcount to

conduct and expand our clinical trials, commercialize any approved products and support our operations

as a public company;

•

the

number

patent

applications

must

file

and

claims

must

defend

order

maintain,

expand

and

protect

our

intellectual property portfolio,

and the costs

of preparing, filing

and prosecuting patent

applications, maintaining and

protecting

our intellectual property rights;

•

our ability to obtain marketing approval for our product candidates;

•

our ability to establish

and maintain additional

licensing, collaboration or

similar arrangements on

favorable terms and

whether

and

what

extent

retain

development

commercialization responsibilities

under

any

new

licensing,

collaboration

similar arrangement;

•

the success of any other business, product or technology that we acquire or in which we invest;

•

our ability to maintain, expand and defend the scope of our intellectual property portfolio;

•

the current and potential impacts of the Russia-Ukraine conflict, inflation and rising interest rates on our business;

•

the costs of acquiring, licensing or investing in businesses, product candidates and technologies;

•

market acceptance of our product candidates, to the extent any are approved for commercial sale; and

•

the effect of competing technological and market developments.

Until such time, if ever, as we can generate positive cash flows from operations, we expect to finance our cash needs through public or

private equity offerings, strategic collaborations

and debt financing. To the extent that

we raise additional capital

through the sale of our

Class A common stock, convertible securities

or other equity securities, stockholders’ ownership interest

will be diluted and the terms

of these securities could include

liquidation or other preferences and

anti-dilution protections. In addition, debt financing,

if available,

may result

in fixed

payment obligations

and may

involve agreements

that include

restrictive covenants

that limit

our ability

to take

specific actions, such as incurring

additional debt, making capital

expenditures, creating liens, redeeming shares

or declaring dividends.

If we raise additional funds through strategic collaborations or

marketing, distribution or licensing arrangements with third parties,

may have to relinquish valuable rights to our technologies, future revenue streams or product candidates or grant licenses on terms that

may

not

be favorable

us.

we are

unable to

raise

additional funds

when needed,

may

required to

delay,

limit, reduce

terminate our product candidate development or

future commercialization efforts or grant rights

to third parties to develop and

market

product candidates that we would otherwise prefer to develop and market ourselves.

Tax-Related Obligations

have reserved

$0.7 million

of unrecognized

tax benefits

against NOLs. Additionally,

as of

September 30, 2023,

we accrued

$0.2

million in interest and penalties related to prior year tax filings.

Off-Balance Sheet Arrangements

We did not have during the periods

presented, and do not

currently have, any off-balance

sheet arrangements, as defined

in the rules and

regulations of the SEC.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect

the amounts

reported in

our unaudited

condensed consolidated

financial statements

and accompanying

notes. Management

bases its

estimates on historical

experience, market and

other conditions, and

various other assumptions

it believes to

be reasonable. Although

these estimates are

based on management’s best

knowledge of current

events and actions

that may impact

us in the

future, the estimation

process

is,

its

nature,

uncertain

given

that

estimates

depend

events

over

which

may

not

have

control.

addition,

our

assumptions change,

we may

need to

revise our

estimates, or

take other

corrective actions,

either of

which may

also have

a material

effect on our unaudited condensed consolidated financial statements. Significant estimates contained within these unaudited condensed

consolidated

financial

statements

include,

but

are

not

limited

to,

the

estimated

fair

value

our

common

stock,

stock-based

compensation,

income

tax

valuation

allowance

and

the

accruals

research

and

development

expenses.

base

our

estimates

historical

experience,

known

trends

and

other

market-specific

other

relevant

factors

that

believe

reasonable

under

the

circumstances. On an ongoing basis,

management evaluates its estimates, as

there are changes in facts and

circumstances. If market and

other conditions

change from

those that

we anticipate,

our unaudited

condensed consolidated

financial statements

may be

materially

affected.

While

our

significant accounting

policies

are

described

in detail

in our

annual

consolidated financial

statements for

the year

ended

December 31, 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2022, we believe

that the following

critical accounting policies and estimates have a higher degree of inherent uncertainty and require our most significant judgments.

Accrued Research and Development Expenses

As part of the

process of preparing our

condensed consolidated financial statements, we

are required to estimate

accrued research and

development expenses.

As we

advance our

programs, we

anticipate more

complex clinical

studies resulting

in greater

research and

development expenses,

which will

place even

greater

emphasis on

the accrual.

This process

involves reviewing

open contracts

and

purchase orders,

communicating with

our applicable

personnel to

identify services

that have

been performed

on our

behalf and

estimating

the level of service performed and

the associated cost incurred for the

service when we have not

yet been invoiced or otherwise notified

of actual

costs. In

the past

years, UBI

and its

affiliated companies

performed and

administered a

significant amount

of research

and

development work on our behalf.

Having UBI and its affiliated company act as intermediaries added to the complexity of determining

appropriate accruals, and we have

largely moved away from this model.

Certain accruals and amounts owed

to the UBI entities are

still

under review, and these amounts may change as a result of this review.

The

majority

our

service

providers

invoice

arrears

for

services

performed,

pre-determined

schedule

when

contractual

milestones are met; however, some require advance payments. We make estimates of accrued expenses as of each balance sheet date in

the condensed consolidated financial

statements based on facts

and circumstances known to

us at that time.

We periodically confirm the

accuracy of

the estimates with

the service providers

and make

adjustments if necessary.

Examples of

estimated accrued research

and

development expenses include fees paid to:

•

vendors, including research laboratories, in connection with pre-clinical development activities;

•

CROs and investigative sites in connection with pre-clinical studies and clinical trials; and

•

contract manufacturers in connection with drug substance and drug product formulation of pre-clinical studies and clinical

trial materials.

base our

expenses related to

pre-clinical studies and

clinical trials on

our estimates of

the services received

and efforts

expended

pursuant to quotes and contracts with multiple research institutions and CROs that supply, conduct and manage pre-clinical studies and

clinical trials on our behalf. The financial terms of

these agreements are subject to negotiation, vary from contract to

contract and may

result

in uneven

payment

flows. There

may

instances in

which

payments

made to

our

vendors will

exceed

the

level of

services

provided and result in

a prepayment of the

expense. Payments under some

of these contracts depend

on factors such as

the successful

enrollment of patients and the completion of

clinical trial milestones. In accruing service fees,

we estimate the time period over

which

services will be performed and

the level of effort

to be expended in each period.

If the actual timing of

the performance of services or

the level

of effort

varies from

the estimate,

it adjusts

the accrual

or the

prepaid expense

accordingly.

Although we

do not

expect our

estimates to be

materially different from

amounts actually incurred,

our understanding of

the status and

timing of services

performed

relative to the actual status and timing of services performed may vary and may result in reporting amounts that

are too high or too low

in any particular period. To date, our estimated accruals have not differed materially from actual costs incurred.

Stock-Based Compensation

We measure all stock-based awards granted to

employees, directors and non-employees

based on their fair

value on the date

of the grant

and recognize the corresponding compensation

expense of those awards over

the requisite service period,

which is generally the vesting

period of the respective award. Forfeitures are accounted for as they occur. We grant stock options and restricted stock unit awards that

are subject to service vesting conditions.

classify stock-based compensation

expense in our

condensed consolidated statements

of operations

in the

same manner

in which

the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

We estimate the fair value of

each stock option

grant using the Black-Scholes

option-pricing model, which

requires the use

of subjective

assumptions

that

could

materially

impact

the

estimation

fair

value

and

compensation

expense

recognized.

These

assumptions include (i) the

expected volatility of our

stock price, (ii) the

periods of time over

which recipients are expected

to hold their

options prior to exercise (expected lives), (iii) expected dividend yield on our common stock, and (iv) risk-free interest rates, which are

based

quoted

U.S.

Treasury

rates

for

securities

with

maturities

approximating

the

options’

expected

lives.

Developing

these

assumptions

requires

the

use

judgment.

Both

prior

and

after

our

initial

public

offering

(“IPO”),

lacked

company-specific

historical and implied volatility information. Therefore, we estimate our expected

stock volatility based on the historical volatility of a

publicly traded

set of

peer

companies. The

expected term

the Company’s

options has

been determined

utilizing the

“simplified”

method

for

awards

that

qualify

“plain-vanilla”

options.

The

expected

term

options

granted

non-employees

equal

the

contractual term

of the option

award. The expected

dividend yield is

zero as

we have never

paid dividends

and do not

currently anticipate

paying any in the foreseeable future.

Coalition for Epidemic Preparedness (“CEPI”) Grant

In April 2022, we entered into an agreement

with the Coalition for Epidemic Preparedness Innovations

(“CEPI”) whereby CEPI agreed

to provide funding

of up to

$9.3 million to

co-fund a Phase

3 clinical trial

of our UB-612

COVID-19 vaccine candidate

as a heterologous

– or ‘mix-and-match’ –

booster dose. The Phase

3 trial, which began

in early 2022, is

evaluating the ability of

UB-612 to boost COVID-

19 immunity against the original strain and

multiple variants of concern, including Omicron, in

people aged 16 years or older who

have

been previously immunized with an authorized COVID-19 vaccine.

will also be performing further manufacturing

scale-up work to enable readiness for

potential commercialization. Under the terms

of the agreement with CEPI,

if successful, a portion of

the released doses of the

commercial product will be allocated

for delivery to the

COVID-19 Vaccines

Global Access (“COVAX”)

consortium for distribution to developing countries at low cost.

Cash payments received in advance

under the CEPI Funding Agreement are

restricted as to their use until

expenditures contemplated in

the funding agreement are incurred. As

funds are received, they are included

within restricted cash offset by a corresponding

short-term

accrued liability.

recognize payments from

CEPI as a

reduction of research

and development expenses,

in the same

period as the

expenses that the grant is intended to reimburse are incurred.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

are exposed to

market risk in

the ordinary course

of our business.

These risks primarily

relate to foreign

currency and changes

interest rates.

Foreign Currency Exchange Risk

have

limited

exposure

foreign

currency

exchange risk

most

our

operating

activities are

primarily

denominated

U.S.

dollars. We believe actual

foreign exchange

gains and

losses did

not have

a significant

impact on

our results

of operations

for any periods

presented herein. The results

of the analysis based on

our financial position as

of September 30, 2023, indicated

that a hypothetical 10%

increase or decrease in applicable foreign currency exchange rates would not have a material effect on our financial results.

Interest Rate Risk

are

exposed

market

risk

changes

interest

rates.

September 30,

2023

and

December 31,

2022,

our

cash

equivalents consisted

of interest-bearing

checking accounts and

money market

accounts. The

2025 Note

we entered

into for

the year

ended December 31, 2020 bears a fixed annual interest rate of 3.4% and

matures in June 2025. Additionally, the 2022 Promissory Note

we entered into for

the year ended December

31, 2022 bears a

fixed annual interest rate

of 7.0% and matures

in October 2026. Given

that the 2025

Note and the

2022 Promissory Note bear

fixed rates of

interest, we believe

there is no material

exposure to interest

rate

risk. The results of the analysis based

on our financial position as of September 30,

2023, indicated that a hypothetical 100 basis

point

increase or decrease in risk-free rates would not have a material effect on our financial results.

Our measurement of interest rate

risk involves assumptions that are

inherently uncertain and, as a

result, we cannot precisely estimate

the impact of

changes in interest rates

on net interest

revenues. Actual results may

differ from simulated

results due to

changes in the

amount of

our cash

equivalents and

the timing,

magnitude, and

frequency of

interest rate

changes, as

well as

changes in

market conditions

and management strategies, including changes in asset and liability mix.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the

period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls

and procedures (as defined in Rules

13a-15(e) and

15d-15(e) under

the Exchange

Act). In

designing and

evaluating our

disclosure controls

and procedures,

management

recognizes

that

any

controls

and

procedures,

matter

how

well

designed

and

operated,

can

provide

only

reasonable

assurance

achieving the desired control objectives. In addition,

the design of disclosure controls and procedures

must reflect the fact that there are

resource constraints, and that management is required to apply judgment in evaluating the benefits of possible

controls and procedures

relative to their costs. Based on management’s evaluation, our principal

executive officer and principal financial officer concluded that,

as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during the

quarter ended September 30,

2023 that have

materially affected, or

are reasonably likely

to materially affect,

our internal

control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the

principal executive officer and

principal financial officer,

does not expect that

our disclosure controls

or our

internal control

over financial

reporting will

prevent or

detect all

error and

all fraud.

A control

system, no

matter how

well

designed and operated, can

provide only reasonable,

not absolute, assurance

that the control system's

objectives will be

met.

The design

of a control

system must reflect the

fact that there

are resource constraints, and

the benefits of

controls must be

considered relative to

their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that misstatements due to error or fraud will not occur

or that all control issues and instances of fraud, if

any, have been detected.

The

design of

any system

of controls

is based

in part

certain assumptions

about the

likelihood of

future events,

and there

can be

assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Projections of any evaluation

of the effectiveness of controls to future

periods are subject to risks.

Over time, controls may become inadequate

because of changes in

conditions or deterioration in the degree of compliance with policies or procedures.

PART

II – OTHER INFORMATION

Item 1A. Risk Factors.

are providing the following

information to supplement the risk

factors described in our

Annual Report on Form

10-K for the year

ended December 31, 2021, filed with the Securities and Exchange Commission on March 27, 2023.

As of

September 30, 2023, we

had $17.4 million

of cash and

cash equivalents and

$25.1 million of

short-term investments. We

have

incurred substantial operating losses

and negative cash flows from

operations since inception and

expect to continue to

incur substantial

operating losses

and negative

cash flows

from operations

for the

foreseeable future.

See Note

1 to

the accompanying

financial statements.

We expect to

finance our operations by raising new capital through public or private equity offerings, strategic collaborations and debt

financing

and

other

capital

sources

combinations

thereof,

and

needed

reduce

our

costs

through

overhead

reduction,

attrition,

organization restructuring, and curtailment of certain research and development activities.

However, there are significant risks and uncertainties as to whether these plans will be achieved or additional funding will be available

on terms acceptable to

the Company, or at all. As

such, there is substantial

doubt about the entity's

ability to continue as

a going concern

within one year after the date that the financial statements are issued.

A failure to raise additional capital or reduce our expenses could

have a material adverse effect on our ability to operate our company.

Item 6. Exhibits.

The following

exhibits required

by Item 601

of Regulation

S-K are

filed herewith

or have

been filed

previously with

the SEC

as indicated

below:

Exhibit

No.

Index to Exhibits

3.1

Amended and Restated Certificate of Incorporation of Vaxxinity, Inc. (incorporated by reference to Exhibit 3.1 of our

Current Report on Form 8-K (File No. 001-41058) filed on November 17, 2021).

3.2

Amended and Restated Bylaws of Vaxxinity, Inc. (incorporated by reference to Exhibit 3.2 of our Current Report on

Form 8-K (File No. 001-41058) filed on November 17, 2021).

4.1

Warrant to Purchase Shares of Class A Common Stock of Vaxxinity, Inc. (incorporated by reference to Exhibit 4.1 of

our Registration Statement on Form S-1/A (File No. 333-260163) filed on November 5, 2021).

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-

Oxley Act of 2002**

101.INS

Inline XBRL Instance Document*

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).*

__________________________

Filed herewith.

Furnished herewith.

SIGNATURES

Pursuant to the requirements of

the Securities Exchange Act of

1934, the registrant has duly caused

this report to be signed

on its behalf

by the undersigned, thereunto duly authorized on November 8, 2023.

VAXXINITY,

INC.

By:

/s/ Mei Mei Hu

Mei Mei Hu,

President and Chief Executive Officer

(Principal executive officer)

By:

/s/ Jason Pesile

Jason Pesile

Senior Vice President, Finance & Accounting

(Principal

financial

officer

and

principal

accounting

officer)