[6-K] Evaxion A/S Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Evaxion A/S reports an amendment to its Articles of Association following the exercise of certain investor warrants. On November 4, 2025, the company registered a share capital increase of nominal DKK 468,750 with the Danish Business Authority, bringing its total share capital to nominal DKK 104,252,689. This increase reflects the issuance of 1,875,000 new ordinary shares in exchange for cash consideration of USD 101,625, which is approximately DKK 659,109.26 based on the USD-DKK exchange rate on that date. The updated Articles of Association reflecting this higher share capital are attached as an exhibit and this report is incorporated by reference into several of Evaxion’s existing registration statements.

Insights

Equity Capital Markets Analyst

Evaxion logs a small warrant-driven capital increase and updates its charter.

Evaxion A/S reports a modest equity issuance triggered by the exercise of existing investor warrants. The company issued 1,875,000 ordinary shares, increasing its nominal share capital by DKK 468,750 to a total of DKK 104,252,689. The cash proceeds from these exercises were USD 101,625, equivalent to about DKK 659,109.26 at the stated exchange rate.

This transaction slightly expands the equity base and brings in a relatively small amount of new cash compared with typical public offerings. Because the shares arise from previously granted warrants, the issuance reflects prior financing decisions rather than a new capital-raising strategy. The Articles of Association were amended to align the legal share capital figure with the new, higher amount.

The report is also deemed incorporated by reference into multiple existing registration statements on Form S-8, F-3, and F-1. This keeps those documents aligned with the current share capital structure and legal framework, while the overall financial impact of this capital increase appears limited based on the disclosed amounts.

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 November 2025

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 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

The Articles of Association were amended in connection with the exercise of certain investor warrants. On November 4, 2025, the Company registered a share capital increase of nominal DKK 468,750 with the Danish Business Authority, corresponding to an increase in the Company’s share capital to nominal DKK 104,252,689, to reflect the issuance of 1,875,000 ordinary shares in connection with the exercise of certain holders of warrants against cash consideration of USD 101,625 (or approximately DKK 659,109.26 based on the applicable USD-DKK exchange rate on November 4, 2025).  

The amended Articles of Association 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: November 18, 2025	By:	/s/ Birgitte Rønø
		Birgitte Rønø
		Interim Chief Executive Officer

FAQ

What change to Evaxion A/S (EVAX) share capital is disclosed in this 6-K?

The company registered a share capital increase of nominal DKK 468,750, bringing total share capital to nominal DKK 104,252,689 after issuing 1,875,000 new ordinary shares.

Why did Evaxion A/S issue 1,875,000 new ordinary shares?

The 1,875,000 ordinary shares were issued in connection with the exercise of certain investor warrants, which triggered a corresponding increase in the company’s registered share capital.

How much cash did Evaxion A/S receive from the warrant exercises?

The company received cash consideration of USD 101,625 from the exercise of the warrants, which corresponds to approximately DKK 659,109.26 based on the USD-DKK exchange rate on November 4, 2025.

How were Evaxion A/S’s Articles of Association affected by this transaction?

The Articles of Association were amended to reflect the new total nominal share capital of DKK 104,252,689 following the warrant-driven share issuance.

Are the changes in this Evaxion A/S 6-K incorporated into existing registration statements?

Yes. This report is deemed incorporated by reference into Evaxion A/S’s registration statements on Form S-8 (File No. 333-255064), Form F-3 (File No. 333-265132), multiple Form F-1 filings, and Form F-3 (File No. 333-285778).

Does this Evaxion A/S 6-K involve a new securities offering?

No. The filing describes a share capital increase resulting from the exercise of existing investor warrants, rather than a new securities offering.