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 August 2024

Commission File Number: 001-39950

Evaxion Biotech 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 Biotech 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), and Form F-1 (File No. 333-279153), 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of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished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 Company registered a share capital increase of nominal DKK 1,640,000 ordinary shares with the Danish Business Authority, with effective date of July 31, 2024, corresponding to an aggregate increase in the Company’s share capital to nominal DKK 55,750,546, in connection with the exercise of a holder of pre-funded warrants conferring the right to subscribe 1,640,000 ordinary shares at an exercise price of $1.4537 per ADS (each ADS representing ten (10) ordinary shares) with the terms set forth in detail on appendix 7 of the Articles of Association. The remaining pr-efunded warrants confer the right to subscribe 2,229,000 ADSs at an exercise price of $1.4537 per Warrant ADS.

On August 6, 2024, the Company sold 1,000 American Depositary Shares (the “ADSs”), representing the Company’s ordinary shares, DKK 1 nominal value with each ADS representing ten (10) ordinary shares, at an average price of USD $2.56 per ADS. The ADSs were sold in an at-the-market (ATM) offering pursuant to the terms and subject to the conditions contained in that certain Capital Demand™ Sales Agreement between the Company and Jones Trading Institutional Services LLC dated October 3, 2022. After deducting fees and expenses, total proceeds to the Company from the sales of the ADSs were approximately $2,500. In connection with such sales, the Company registered aggregate share capital increases of nominal DKK 10,000 with the Danish Business Authority, with effect date of August 12, 2024, corresponding to an aggregate increase in the Company’s share capital to nominal DKK 55,760,546 through the issuance of such 1,000 ADSs representing the Company’s ordinary shares.

The Company’s Articles of Association were amended as of July 31 and August 12, 2024, to reflect these capital increases 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: August 19, 2024	By:	/s/ Christian Kanstrup
		Christian Kanstrup Chief Executive Officer