UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-39950
Evaxion A/S
(Exact Name of Registrant as Specified in Its Charter)
Dr. Neergaards Vej 5f
DK-2970 Hoersholm
Denmark
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference in Evaxion A/S’s (the “Company”) registration statements on Form S-8 (File No. 333-255064), on Form F-3 (File No. 333-265132), on Form F-1, as amended (File No. 333-266050), Form F-1 (File No. 333-276505), Form F-1 (File No. 333-279153), Form F-1 (File No. 333-283304), and Form F-3 (File No. 333- 285778), including any prospectuses forming a part of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Amendment to Articles of Association
During the period between August 19, 2026 and August 21, 2026, the Company sold 681,268 American Depositary Shares (the “ADSs”), representing the Company’s ordinary shares, DKK 0.25 nominal value with each ADS representing fifty (50) ordinary shares, at an average price of USD $3.1987 per ADS. The ADSs were sold in an at-the-market (ATM) offering pursuant to the terms and subject to the conditions contained in that certain Capital Demand™ Sales Agreement between the Company and Jones Trading Institutional Services LLC dated October 3, 2022. After deducting fees and expenses, net proceeds to the Company from the sales of the ADSs were $2,113,767.
In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 8,515,850 with the Danish Business Authority, with effect date of August 24, 2026, corresponding to an aggregate increase in the Company’s share capital to nominal DKK 112,768,539 through the issuance of such 681,268 ADSs representing the Company’s ordinary shares.
The Company’s Articles of Association were amended as of August, to reflect these capital increases and are attached hereto as Exhibit 1.1.
Exhibits
| Exhibit | ||
| No. | Description | |
| 1.1 | Articles of Association |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Evaxion A/S | ||
| Date: September 4, 2026 | By: | /s/ Dr. Helen Tayton-Martin |
| Dr. Helen Tayton-Martin | ||
|
Chief Executive Officer | ||