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 February 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
x 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from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Warrant Grants
On February 5, 2026, the Company’s board of directors granted
an aggregate of 6,544,725 warrants (the “Warrants”) to certain of the Company’s board members, management and employees.
In connection with the grant of the Warrants, the Company amended its Articles of Association to provide for the grant thereof. Each Warrant
confers the right to subscribe for one ordinary share of nominal DKK 0.25 in the Company at a subscription price of USD 0.087 converted
into DKK using the official exchange rate between DKK and USD on the exercise day, provided, however no less than DKK 0.25 per share of
nominal DKK 0.25 and provided however that the adjustment mechanisms in clause 6 of appendix 13 to the Articles of Association may result
in a different number of shares and/or a different subscription price. The Warrants were issued on the terms and conditions set out in
Appendix 13 of the Company’s Articles of Association. Such Warrants will be subject to the Company’s standard terms and conditions
and 5,357,225 warrants vest with 1/36 per month from 1 January 2026 and 687,500 warrants vest with 1/12 per month from 1 January 2026
and 500,000 warrants shall be deemed fully vested at the time of grant.
After giving effect to the grant of the Warrants described above, warrants
to subscribe for an additional nominal DKK 7,482,257 ordinary shares of the Company remain available for future grant by the Company’s
board of directors pursuant to Section 2.5 of the Company’s Articles of Association. The foregoing description of the material terms
of the Warrants is qualified in its entirety by reference to the Company’s Articles of Association, which is included as Exhibit
1.1 hereto and incorporated by reference herein.
On February 16, 2026, the Company’s board of directors granted
an aggregate of 2,500,000 warrants (the “February 16 Warrants”) to certain of the Company’s board members, management,
employees and/or advisors/consultants. In connection with the grant of the February 16 Warrants, the Company amended its Articles of Association
to provide for the grant thereof. Each February 16 Warrant confers the right to subscribe for one ordinary share of nominal DKK 0.25 in
the Company at a subscription price of USD 0.115 converted into DKK using the official exchange rate between DKK and USD on the exercise
day, provided, however no less than DKK 0.25 per share of nominal DKK 0.25 and provided however that the adjustment mechanisms in clause
6 of appendix 5 to the Articles of Association may result in a different number of shares and/or a different subscription price. The February
16 Warrants were issued on the terms and conditions set out in Appendix 5 of the Company’s Articles of Association. Such February
16 Warrants will be subject to the Company’s standard terms and conditions and vest with 1/36 per month from 1 November 2025.
After giving effect to the grant of the February 16 Warrants described
above, warrants to subscribe for an additional nominal DKK 6,857,257 ordinary shares of the Company remain available for future grant
by the Company’s board of directors pursuant to Section 2.5 of the Company’s Articles of Association. The foregoing description
of the material terms of the February 16 Warrants is qualified in its entirety by reference to the Company’s Articles of Association,
which is included as Exhibit 1.1 hereto and incorporated by reference herein.
The Company’s Articles of Association were amended as of February
5, 2026, and February 16, 2026 to reflect the grant of the Warrants and February 16 Warrants 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 Biotech A/S |
| |
|
| Date: February 27, 2026 |
By: |
/s/
Dr. Helen Tayton-Martin |
| |
|
Dr. Helen Tayton-Martin |
| |
|
Chief Executive Officer |
