SCHEDULE 13G/A: Merck & Co. Affirms Nearly 20% Stake in Evaxion Biotech A/S Through Subsidiary Holdings

Merck & Co., through its indirect wholly-owned subsidiary Merck Global Health Innovation Fund, LLC, has reported a beneficial ownership of 19.96% in Evaxion Biotech A/S, comprising ordinary shares and warrants.

Summary

• Merck & Co., Inc., along with its subsidiaries Merck Sharp & Dohme LLC and Merck Global Health Innovation Fund, LLC (MGHIF), collectively reported beneficial ownership of 63,004,142 Ordinary Shares of Evaxion Biotech A/S.
• This aggregate amount represents 19.96% of Evaxion Biotech A/S's outstanding Ordinary Shares.
• The holdings consist of 60,706,348 Ordinary Shares (represented by 1,214,126 American Depositary Shares or ADSs) and warrants to purchase 2,297,794 Ordinary Shares (represented by 45,955 ADSs), referred to as 'Private Placement Warrants'.
• Each ADS represents fifty (50) Ordinary Shares.
• The percentage calculation uses a denominator of 315,626,431 Ordinary Shares, which includes 313,328,637 issued and outstanding shares as of January 31, 2025, plus the 2,297,794 Ordinary Shares issuable from the Private Placement Warrants.
• MGHIF also holds additional warrants ('Ordinary Warrants' including Series A Warrants and January 2025 Warrants) to purchase 3,125,000 and 27,675,250 Ordinary Shares respectively, but these are subject to a 'Beneficial Ownership Blocker' preventing exercise if it would result in ownership exceeding 9.99% of outstanding shares, thus they are excluded from the reported 19.96% beneficial ownership.

Sentiment

Score: 7

Explanation: The document reflects a stable and significant beneficial ownership by a major pharmaceutical company, Merck & Co., in Evaxion Biotech A/S. This continued substantial stake is generally viewed positively as it implies ongoing strategic interest and confidence from a prominent industry player, despite the presence of a beneficial ownership blocker on certain warrants.

Positives

• The continued significant beneficial ownership by Merck & Co., a major pharmaceutical company, indicates a strong strategic interest and potential confidence in Evaxion Biotech A/S.
• The substantial stake of 19.96% suggests a long-term commitment from a prominent industry player.

Risks

• The 'Beneficial Ownership Blocker' limits MGHIF's ability to fully exercise all its warrants (Series A and January 2025 Warrants), preventing it from increasing its beneficial ownership beyond 9.99% through these specific warrants, which could cap potential upside from full warrant exercise.

Future Outlook

The document does not contain explicit forward-looking statements or guidance regarding Evaxion Biotech A/S's future performance or strategic direction, beyond the continued beneficial ownership by Merck.

Industry Context

This Schedule 13G filing highlights the continued significant investment by a major global pharmaceutical company, Merck & Co., in a biotech firm, Evaxion Biotech A/S. Such investments are common in the life sciences sector, where larger pharmaceutical companies often take strategic stakes in smaller biotech firms to gain access to innovative technologies, pipelines, or to foster collaborations. Merck's sustained nearly 20% stake underscores its ongoing interest in Evaxion's potential contributions to the biotech landscape.

Comparison to Industry Standards

• While this document does not provide performance metrics for direct comparison, a nearly 20% stake by a major pharmaceutical company like Merck in a biotech firm is a substantial strategic investment, often indicative of a strong partnership or long-term interest in the smaller company's technology or pipeline.
• This level of ownership is significant enough to potentially influence strategic decisions, although the filing explicitly states the securities were not acquired for the purpose of changing or influencing control, other than nominations under Rule 14a-11.
• The presence of a 'Beneficial Ownership Blocker' is a common mechanism in such agreements to prevent triggering certain regulatory thresholds or change-of-control provisions, ensuring the investment remains passive within defined limits.

Corporate Governance

Related Party Transactions

• Merck Global Health Innovation Fund, LLC (MGHIF) is a wholly owned subsidiary of Merck Sharp & Dohme LLC (MSD), which in turn is a wholly owned subsidiary of Merck & Co., Inc. (Merck). The beneficial ownership is held by MGHIF, making Merck and MSD indirect beneficial owners.

Stakeholder Impact

• Shareholders: The continued significant investment by Merck & Co. may provide a level of reassurance and validation for existing shareholders, potentially signaling long-term value and strategic alignment.
• Employees: A stable and significant investor could contribute to perceived stability and future prospects for employees.
• Customers/Suppliers: No direct impact on customers or suppliers is indicated by this ownership disclosure.

Key Dates

Keywords

Evaxion Biotech A/S, Merck & Co. Inc., Merck Global Health Innovation Fund LLC, Schedule 13G, Beneficial Ownership, American Depositary Shares, Ordinary Shares, Warrants, Biotech Investment, Pharmaceutical Investment