Sec Form 3 Filing - Evaxion A/S @ Evaxion A/S - 2026-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Evaxion A/S
2. Issuer Name and Ticker or Trading Symbol
Evaxion A/S [ EVAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
DR. NEERGAARDS VEJ 5F
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2026
(Street)
HORSHOLMDK-2970
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 3,361,687 D
Ordinary Shares 238,971 I By Sogaard & Jansen ApS ( 1 )
Ordinary Shares 50,157 I By Michael Jansen ( 2 )
Ordinary Shares 900 I By Caroline Jansen ( 3 )
Ordinary Shares 900 I By William Jansen ( 4 )
Ordinary Shares 210,500 I By Svend Jansen ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants ( 6 ) $ 0.74 12/21/2023 12/21/2026 Ordinary Shares 275,735 D
Warrants ( 6 ) $ 0.74 12/21/2023 12/21/2026 Ordinary Shares 238,971 I By Sogaard & Jansen ApS ( 1 )
Warrants ( 6 ) $ 0.74 12/21/2023 12/21/2026 Ordinary Shares 36,765 I By Michael Jansen ( 2 )
Warrants ( 6 ) $ 0.74 12/21/2023 12/21/2026 Ordinary Shares 183,824 I By Svend Jansen ( 5 )
Warrants ( 7 ) $ 0.059 01/31/2025 01/31/2030 Ordinary Shares 691,850 D
Warrants ( 7 ) $ 0.059 01/31/2025 01/31/2030 Ordinary Shares 645,750 I By Sogaard & Jansen ApS ( 1 )
Warrants ( 7 ) $ 0.059 01/31/2025 01/31/2030 Ordinary Shares 184,500 I By Michael Jansen ( 2 )
Warrants $ 0.1 01/01/2018 12/31/2036 Ordinary Shares 11,952 D
Warrants $ 0.1 01/01/2019 12/31/2031 Ordinary Shares 56,556 D
Warrants $ 0.1 01/01/2020 12/31/2031 Ordinary Shares 25,812 D
Warrants $ 5.38 01/01/2021 12/31/2031 Ordinary Shares 9,167 D
Warrants $ 2.23 01/01/2022( 8 ) 12/31/2031 Ordinary Shares 10,000 D
Warrants $ 0.75 01/01/2023( 8 ) 12/31/2031 Ordinary Shares 75,000 D
Warrants $ 0.4 01/01/2024( 8 ) 12/31/2031 Ordinary Shares 40,000 D
Warrants $ 0.07 01/01/2024( 8 ) 12/31/2031 Ordinary Shares 125,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evaxion A/S
DR. NEERGAARDS VEJ 5F
HORSHOLMDK-2970
X
Signatures
/s/ Michael Baird, Attorney-in-Fact 03/18/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ms. Sogaard's spouse, Michael Jansen, is a control person of such entity. Ms. Sogaard is also a part owner of this entity.
( 2 )Michael Jansen is Ms. Sogaard's spouse.
( 3 )Caroline Jansen is Ms. Sogaard's family member.
( 4 )William Jansen is Ms. Sogaard's family member.
( 5 )Svend Jansen is Ms. Sogaard's family member.
( 6 )Warrants pursuant to private placement that closed 12/21/2023.
( 7 )Warrants pursuant to public offering that closed 1/31/2025.
( 8 )Vesting is 1/12 per month over 12 months from the initial exercise date indicated.

Remarks:
Exhibit List - Exhibit 24.1 Power of Attorney. This initial holding statement has been made for Marianne Soegaard using the Issuer's CIK codes to satisfy Form 3 filing requirements. An amendment will be filed for Ms. Soegaard upon receipt of her CIK filer codes from the SEC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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