Evaxion registers up to $45,527,824 in ADS sales after public float passes $75.0 million

Evaxion A/S (Nasdaq: EVAX) filed a prospectus supplement dated December 10, 2025 to update its public float and to expand its at-the-market sales program. The supplement covers up to $45,527,824 of American Depositary Shares, each representing fifty ordinary shares. The shares are to be sold from time to time through JonesTrading Institutional Services LLC as sales agent, under a Capital on Demand sales agreement.

Why the limit was lifted

The supplement says the public float, meaning the value of shares held by non-affiliates, was approximately $75.9 million. That figure rests on 344,711,416 ordinary shares, or 6,894,228 ADSs, held by non-affiliates as of November 4, 2025, priced at $11.01 per ADS as of October 15, 2025. The supplement explains that October price was the highest closing price on the Nasdaq Capital Market within 60 days of the filing.

Because the float is above $75.0 million, the company says it is no longer subject to the sales limitations of General Instruction I.B.5 of Form F-3 under its registration statement. The supplement's last reported sale price, on December 8, 2025, was $6.28 per ADS, well below the October price used in the calculation. The supplement does not say what the float would be at that later price.

Sales so far and what remains

Since the registration statement was filed, Evaxion has sold $4,472,175.80 of ADSs under the sales agreement. With the limit lifted, it says it may offer and sell up to an additional $45.52 million. The supplement uses the word "may" and sets no timetable, and it does not commit the company to sell any amount.

The supplement refers to a prior prospectus dated March 24, 2025 and a prior prospectus supplement dated March 26, 2025, both under registration number 333-285778 on Form F-3. It points readers to the risk factors on page S-7 of the prospectus and does not restate them.

The agent and advisors

The supplement names JonesTrading Institutional Services LLC, which it calls "Jones," as sales agent for the offering. It names no placement agent, no underwriter and no book-runner. It names no counsel to the company or to Jones, and it names no financial advisor for this supplement. The supplement does not state the sales agent's fee.

The business

Evaxion describes itself in its annual report on Form 20-F, filed April 1, 2025, as a clinical-stage TechBio company that aims to develop vaccines with improved efficacy compared with currently marketed products for patients with unmet medical needs. It says it was founded in 2008 as an AI company. Its pipeline draws on an AI platform called AI-Immunology, which includes the PIONEER, ObsERV, AI-DeeP, EDEN and RAVEN models.

The clinical programs are EVX-01 and EVX-02 for solid cancers, and EVX-03, which the company calls clinically ready for cancers including non-small-cell lung cancer. The company says it is actively seeking a partner for EVX-03. Its preclinical pipeline includes three bacterial candidates, EVX-B1, EVX-B2 and EVX-B3, and one viral candidate, EVX-V1, aimed at cytomegalovirus.

The 20-F describes the business model as partnering vaccines after preclinical or clinical proof of concept with large biopharmaceutical and pharmaceutical companies, which would run trials, approvals and sales. The 20-F does not name a partner for any candidate.

The company also says its platform can cut costs by up to 90%+ for target identification compared with reverse vaccinology, and that it needs to test only 20% of targets. Those are the company's own statements. The 20-F's business overview does not show the data behind them.

What the supplement leaves out

The supplement gives no cash balance, net loss or revenue figures. It states no use of proceeds for the ADS sales, and it does not say what the float would be at the December price.

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