VACCINEX INC

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Vaccinex, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Vaccinex, Inc. (the "Company") as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Restatement of the 2023 Financial Statements

As discussed in Note 18 to the financial statements, the accompanying 2023 financial statements have been restated to correct a misstatement.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Convertible Preferred Stock—Refer to Notes 2 and 9 to the financial statements

Critical Audit Matter Description

The Company entered into a securities purchase agreement pursuant to which the Company sold shares of a newly designated series of convertible preferred stock, the Series A Preferred Stock, and warrants to purchase up to 229,057 shares of the Company’s common stock for an aggregate purchase price of $1.75 million. The accounting for the transaction required management to assess: (1) whether the preferred stock instrument qualifies for permanent equity presentation; (2) any embedded conversion or redemption features or call rights that required bifurcation and separate valuation related to the preferred stock instrument; (3) the allocation of the cash proceeds to the preferred stock and warrants; and (4) the subsequent measurement of the preferred stock. As of the period ended December 31, 2024, the Company recorded $1,665,000 associated with the convertible preferred stock.

We identified the accounting for the convertible preferred stock issued during the year as a critical audit matter. The accounting judgments related to the convertible preferred stock are complex in determining the appropriate balance sheet classification, the identification and evaluation of embedded features potentially requiring bifurcation as derivatives, as well as the determination of initial and subsequent recognition and measurement of the convertible preferred stock.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for the convertible preferred stock included the following, among others:

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We obtained an understanding of the design of controls over management’s process for assessing the accounting considerations related to the convertible preferred stock.

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With the assistance of accounting specialists, we performed audit procedures that included, among others, assessing the Company’s accounting memorandum, including the application of relevant accounting guidance, and read the relevant documents and agreements and compared the terms and provisions therein to the Company’s accounting documentation.

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We obtained the Company’s preferred stock valuation report and, with the assistance of valuation specialists, evaluated the reasonableness of the valuation methodology and related assumptions.

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We evaluated the presentation of the convertible preferred stock in the financial statements and the related footnote disclosure.

/s/Deloitte & Touche LLP

Rochester, New York

April 15, 2025

We have served as the Company's auditor since 2014.