NASDAQ false 0001538210 0001538210 2024-02-02 2024-02-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2024

 

 

NEXIMMUNE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40045   45-2518457

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

9119 Gaither Road  
Gaithersburg, Maryland   20877
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: (301) 825-9810

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   NEXI   The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 

 

Item 1.02

Termination of a Material Definitive Agreement.

As previously disclosed in June 2022, NexImmune, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. and BTIG, LLC (together, the “Agents”), pursuant to which the Company could offer and sell shares of its common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $50,000,000, from time to time through an “at the market” offering program (the “ATM Program”), and filed a prospectus supplement and the accompanying prospectus, as subsequently supplemented, relating to the ATM Program of up to $4,150,000 of shares of Common Stock pursuant to the Sales Agreement.

On February 2, 2024, the Company and each of the Agents mutually agreed to terminate the Sales Agreement and the ATM Program effective immediately. The Company will not incur any material early termination penalties in connection with the termination of the Sales Agreement and the ATM Program. Prior to termination, the Company issued and sold 127,396 shares of Common Stock under the Sales Agreement, raising net proceeds of approximately $5.1 million.

The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2022.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NEXIMMUNE, INC.
By:  

/s/ Kristi Jones

  Kristi Jones
  Chief Executive Officer

Date: February 2, 2024

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Document and Entity Information
Feb. 02, 2024
Cover [Abstract]  
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001538210
Document Type 8-K
Document Period End Date Feb. 02, 2024
Entity Registrant Name NEXIMMUNE, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-40045
Entity Tax Identification Number 45-2518457
Entity Address, Address Line One 9119 Gaither Road
Entity Address, City or Town Gaithersburg
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20877
City Area Code (301)
Local Phone Number 825-9810
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol NEXI
Entity Emerging Growth Company true
Entity Ex Transition Period false
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