VACCINEX INC

Evaluation of disclosure controls and procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weaknesses in our internal controls over financial reporting described below.

Notwithstanding, after giving full consideration to these material weaknesses, the material misstatement described in Note 18 to the financial statements, and the additional analyses and other procedures that were performed to ensure that the Company’s financial statements included in this Annual Report on Form 10-K were prepared in accordance with GAAP, management has concluded that our financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

Management's report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) and 15(f) under the Exchange Act, internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Due to its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention of overriding of controls, or fraud. Effective internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management evaluated the effectiveness of internal control over financial reporting based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on that evaluation, Management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024, due to the material weaknesses described below.

Material weaknesses identified

The Company did not maintain controls to execute the criteria established in the COSO Framework for the control activities component, which resulted in control deficiencies that constitute a material weakness, either individually or in the aggregate, within the aforementioned component of the COSO Framework. The Company did not implement effective control activities based on the criteria established in the COSO Framework in certain processes. These control deficiencies constitute material weaknesses, either individually or in the aggregate, primarily relating to:

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Lack of segregation of duties within its financial reporting controls that are relevant to the Company’s preparation of financial statements, including the ability to create, approve and post journal entries within the Company’s general ledger system and the ability to prepare and approve account reconciliations.

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We have not effectively designed and implemented controls to review the statement of cash flows at an appropriate level of precision, resulting in the material misstatement of the 2023 Statement of Cash Flows as described in Note 18 to the financial statements included in this Form 10-K.

Attestation report of the registered public accounting firm. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in internal control over financial reporting

Except for the identification of the material weaknesses described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.