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6-K

Evaxion A/S (EVAX)

6-K 2025-12-10 For: 2025-12-10
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Added on April 06, 2026

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 December 2025

Commission File Number: 001-39950

Evaxion A/S

(Exact Name of Registrant as Specified in ItsCharter)

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 x                 Form 40-F ¨

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference in Evaxion A/S’s (the “Company”) 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), Form F-1 (File No. 333-279153), Form F-1 (File No. 333-283304), and Form F-3 (File No. 333- 285778), 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of such registration statements and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

On December 10, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) for the offer and sale of shares of American Depositary Shares (“ADSs”), each representing fifty (50) ordinary shares, DKK 0.25 nominal value per share, of the Company (the “Ordinary Shares”), having an aggregate offering price of up to $45,527,824, pursuant to that certain Capital on Demand^TM^ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Jones”). The Prospectus Supplement amends and supplements the information in the prospectus dated March 24, 2025 (the “Prior Prospectus”), as previously amended and supplemented by the prospectus supplement, dated March 26, 2025 (together with the Prior Prospectus, the “ATM Prospectus”), relating to the offer and sale of up to $4,480,000 of ADSs pursuant to the Sales Agreement, filed with the SEC as a prospectus supplement to the Company’s Registration Statement on Form F-3 (File No. 333-285778). The Prospectus Supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained in the ATM Prospectus. The Prospectus Supplement is not complete without and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto. The Company has previously sold $4,472,175.80 of ADSs pursuant to the Sales Agreement under ATM Prospectus.

The opinion of Mazanti-Andersen Advokatpartnerselskab, Copenhagen, Denmark. relating to the validity of the Ordinary Shares represented by the ADSs being offered pursuant to the Prospectus Supplement is filed as Exhibit 5.1 to this Report on Form 6-K. This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of these securities in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Exhibits

Exhibit
No. Description
5.1 Opinion of Mazanti-Andersen Advokatpartnerselskab
23.1 Consent of Mazanti-Andersen<br> Advokatpartnerselskab (included Exhibit 5.1)

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: December 10, 2025 By: /s/  Dr. Helen Tayton-Martin
Dr. Helen Tayton-Martin
Chief Executive Officer

Exhibit 5.1


Mazanti-Andersen<br><br> Advokatpartnerselskab<br><br> VAT: DK35892052 Amaliegade 10<br> DK-1256 København K<br> +45 3314 3536
www.mazanti.dk Klosterbakken 12<br><br> DK-5000 Odense C<br><br> +45 6314 1414
Evaxion A/S<br><br> Dr Neergaards Vej 5F<br><br> DK-2970 Hørsholm<br><br> Denmark ****
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10.12.2025<br><br> Ref. 70451/LLJ<br><br> ID 3159 Re. Evaxion A/S – Form F-3 (registration File No. 333- 285778) as supplemented by Prospectus Supplement dated 26 March 2025 and Prospectus Supplement dated 10 December 2025 (“Prospectus Supplement”)
Lars Lüthjohan Attorney-at-law**** D: +45 3319 3749<br><br> M: +45 4028 3536<br><br> [email protected] 1. Introduction
I act as Danish legal adviser to Evaxion A/S (the “Company”<br> “you” and “yours”), in connection with the Registration Statement on Form F-3 (File No. 333-285778) (the “Registration<br>Statement”), as supplemented by the Prospectus Supplement filed by the Company with the Securities and Exchange Commission (the<br> “Commission”) on March 26, 2025 and the Prospectus Supplement filed by the Company with the Securities and Exchange Commission<br>(the “Commission”) on December 10, 2025 for purposes of registering under the Securities Act of 1933 (the “Securities<br>Act”) the offer and sale of the Company’s ordinary shares, DKK 0.25 nominal value, represented by American Depositary Shares<br>(“ADSs”), with each ADS representing fifty (50) ordinary shares, having an aggregate gross sales price of up to $45,527,824<br>(the “Placement Shares”), pursuant to the terms of the Capital on Demand^TM^ Sales Agreement dated October 3, 2022<br>between the Company on the one side and on the other side JonesTrading Institutional Services LLC.
1.1 This opinion is being rendered in connection with the filing of the Prospectus<br>Supplement with the Commission. Certain terms used in this opinion are defined in Annex 1 (Definitions).
2. Danish Law
2.1 This opinion is limited to Danish law in effect on the date of this opinion<br>and we express no opinion with regard to the laws of any other jurisdiction. The opinion (including all terms used in it) is in all respects<br>to be construed in accordance with Danish law. This opinion does not include an assessment or opinion as to whether the Placement Shares<br>have been subscribed at market price in accordance with the Danish Companies Act. This opinion assumes that no more than 349,100,000 ordinary<br>shares represented by 6,982,000 ADSs will be sold pursuant to the Capital on Demand^TM^ Sales<br> Agreement.
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3. Scope of Inquiry
3.1 For the purpose of this opinion, I have examined, and relied upon the accuracy<br>of the factual statements and compliance with the undertakings in, the following documents:
3.1.1 A copy of the Registration Statement, in the form filed and to be filed<br>with the Commission, and the exhibits filed or to be filed in connection therewith, and a copy of the Prospectus Supplement.
3.1.2 A copy of:
(a) the Company’s deed of incorporation and<br> articles of association as in effect on today’s date;
(b) a compiled summary from the Danish Business Authority dated<br> as of today’s date; and
(c) the Owners’ Register.
3.2 A copy of:
(a) the Capital on Demand^TM^ Sales Agreement.
3.3 In addition, I have examined such documents, and performed such other<br>investigations, as I consider necessary for the purpose of this opinion. My examination has been limited to the text of the documents.<br>With your consent I have relied upon certificates and other assurances of officers of the Company and others as to factual matters without<br>having independently verified such factual matters.

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4. Opinion
4.1 Based on the documents and investigations referred<br> to in paragraph 3, I am of the following opinion:
Upon
1. The Board of Directors of the Company having finally approved the issuance<br>of the Placement Shares against subscription and full payment therefor in the circumstances contemplated by the Capital on Demand^TM^<br>Sales Agreement,
2. registration of the Board of Directors’<br> resolutions to issue Placement Shares and increase the share capital with the Danish Business<br> Authority, and
3. the due entry into the Owners’ Register of the Placement<br> Shares by the Company’s share registrar,
the Placement Shares will have been validly issued and will be fully paid<br>and nonassessable. Nonassessable shall in this context mean, in relation to a share, that the issuer of the share has no right to require<br>the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as<br>a result of his shareholding.
5. Reliance
5.1 This opinion is for your benefit in connection with the Registration Statement<br>and the Prospectus Supplement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions<br>of the Securities Act. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an exhibit<br>to the Registration Statement and may not be relied upon for any purpose other than the Registration.
5.2 Any and all liability and other matters relating to this opinion shall<br>be governed exclusively by Danish law and the Danish courts shall have exclusive jurisdiction to settle any dispute relating to this opinion.
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5.3 The Company may:
(a) file this opinion as an exhibit to the Registration Statement; and
(b) refer to Mazanti-Andersen Law Firm giving this opinion under the heading “Legal Matters”<br> in the Registration Statement.
5.4 The previous sentence is no admittance from me (or Mazanti-Andersen Law<br>Firm) that I am (or Mazanti-Andersen Law Firm is) in the category of persons whose consent for the filing and reference in that paragraph<br>is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated<br> under it.
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Yours sincerely,
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/s/ Lars Lüthjohan
Lars Lüthjohan
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Annex 1 – Definitions<br><br><br><br><br><br><br><br>In this opinion:<br><br><br><br><br><br><br><br>“Danish law” means the law<br>directly applicable in Denmark.<br><br><br><br><br><br><br><br>“Company” means Evaxion A/S, with corporate seat in Hørsholm, Denmark.<br><br><br><br><br><br><br><br>“Owners’ Register” means<br>the Company’s owners’ register.<br><br><br><br><br><br><br><br>“Registration” means the registration<br>of the Placement Shares with the SEC under the Securities Act.<br><br><br><br><br><br><br><br>“Registration Statement” means<br>the registration statement on Form F--3 (Registration No. 333-285778)<br>in relation to the Registration filed with the SEC on March 13, 2025, and declared effective by the SEC on March 24, 2025, as amended<br>and supplemented to the date hereof.<br><br><br><br><br><br><br><br>“SEC” means the U.S. Securities<br>and Exchange Commission.<br><br><br><br><br><br><br><br>“Securities Act” means the<br>U.S. Securities Act of 1933, as amended.<br><br><br><br><br><br><br><br>“The Capital on Demand^TM^Sales Agreement” means the the Capital on Demand^TM^ Sales Agreement dated October 3, 2022 between the Company<br>on the one side and on the other side JonesTrading Institutional Services LLC.
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