Evaxion Biotech A/S 

Dr. Neergaards Vej 5F, 2970 

Hørsholm, Denmark

 

June 1, 2022

 

U.S. Securities and Exchange Commission 

Office of Life Sciences 

Division of Corporation Finance 

100 F Street, N.E. 

Mail Stop 4546 

Washington, D.C. 20549

 

Attn:

Christopher Edwards

 

Re:	Evaxion Biotech A/S  Registration Statement on Form F-3 (File No. 333-265132)

 

Acceleration Request

 

Requested Date:     June 3, 2022 

 

Requested Time:    4:30 P.M. Eastern Time

 

Dear Mr. Edwards:

 

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-3 (File No. 333-265132) (the “Registration Statement”) to become effective on Friday, June 3, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel, Duane Morris LLP, may orally request via telephone call to the staff (the “Staff”).

 

Once the Registration Statement has been declared effective, please orally confirm that event with Dwight A. Kinsey of Duane Morris LLP by telephone at (917) 620-3675, or in his absence you can also contact Rina R. Patel of Duane Morris LLP by telephone at (212) 404-8736, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

 

 

The Company understands that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

 

	Very truly yours,
	Evaxion Biotech A/S
	By:	/s/ Lori Hollander
		Lori Hollander
		Vice President, Financial Planning and Analysis

 

cc:	Lars Wegner, Evaxion Biotech A/S Jesper Nyegaard Nissen, Evaxion Biotech A/S Bo Karmark, Evaxion Biotech A/S

 

Dwight A. Kinsey, Duane Morris LLP 

Rina R. Patel, Duane Morris LLP 

Lars Lüthjohan Jensen, Mazanati-Andersen