Vaxart Announces Adjournment of Annual Meeting of Stockholders
- Leading proxy advisory firms ISS and Glass Lewis support the reverse stock split proposal
- Major stockholders have indicated intention to vote in favor of the reverse stock split after discussions
- Company taking proactive steps to maintain Nasdaq listing compliance
- Need for reverse stock split indicates ongoing share price challenges
- Risk of delisting from Nasdaq if proposal is not approved
- Insufficient votes received for crucial proposals, necessitating meeting adjournment
Insights
Vaxart's postponed meeting reveals potential delisting risk, with management seeking approval for a reverse split to maintain Nasdaq compliance.
Vaxart has adjourned its annual stockholder meeting to June 13, 2025, primarily to secure additional votes for a critical reverse stock split proposal (Proposal No. 2). This adjournment signals potential Nasdaq compliance issues that could significantly impact the company's future.
The CEO's statement that the reverse split is necessary "to ensure continued Nasdaq listing" indicates Vaxart is likely facing delisting risk due to failure to maintain the minimum
Management appears to be encountering substantial shareholder resistance to the proposal, necessitating both the meeting postponement and engagement with "larger stockholders" to address "questions and concerns." This resistance is noteworthy despite endorsements from both major proxy advisory firms (ISS and Glass Lewis).
The company's unusual steps—creating a special fact sheet addressing "misconceptions" about the reverse split and featuring a message from the founder—further demonstrate management's struggle to secure sufficient votes. These communications tactics suggest significant shareholder skepticism about the proposal's merits.
For investors, this development raises concerns about Vaxart's underlying financial stability and market perception. While reverse splits don't directly change company fundamentals, they often reflect underlying weaknesses and historically correlate with continued share price deterioration post-split.
Meeting adjourned to June 13, 2025 at 8:30 a.m. Pacific Time
Vaxart encourages all stockholders of record on March 26, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on June 12, 2025
Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Support Proposal #2
SOUTH SAN FRANCISCO, Calif., June 02, 2025 (GLOBE NEWSWIRE) -- Vaxart, Inc. (Nasdaq: VXRT) (“Vaxart” or the “Company”) announced today that its 2025 annual meeting of stockholders (the “Annual Meeting”) has been adjourned to Friday, June 13, 2025 at 8:30 a.m. Pacific Time with respect to all proposals described in Vaxart’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 10, 2025 (the “Proxy Statement”).
“In recent days, we have engaged in constructive conversations with some of our larger stockholders to address their questions and concerns regarding the reverse stock split proposal,” said Steven Lo, Chief Executive Officer of Vaxart. “I am pleased to report that following these discussions, many have indicated their intention to vote in favor of Proposal No. 2. This shift underscores the increasing understanding of the necessity of this proposal to ensure our continued Nasdaq listing as we focus on our exciting upcoming milestones.”
The reconvened Annual Meeting will be held in a virtual-only format, which can be accessed by visiting http://www.virtualshareholdermeeting.com/VXRT2025 and entering the 16‐digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.
During the adjournment, Vaxart continues to solicit votes from its stockholders with respect to all proposals set forth in the Proxy Statement.
Proxies previously submitted with respect to the Annual Meeting will be voted on all applicable proposals at the adjourned Annual Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
Both leading independent proxy advisory firms, Institutional Shareholder Services (“ISS”) and Glass Lewis, recommend that stockholders support Proposal No. 2. A message from Dr. Sean Tucker, Founder and Chief Scientific Officer, and a fact sheet that addresses several misconceptions about the proposed reverse stock split can be found on Vaxart’s investor relations website at investors.vaxart.com.
Vaxart encourages all stockholders of record on March 26, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on June 12, 2025. The Company also reminds those who have previously voted against Proposal No. 2 that they can change their vote in favor of the proposal.
If you have any questions or need assistance with voting, please contact Vaxart’s proxy solicitation firm:
Campaign Management, LLC
Toll-Free: 1-855-264-1527
Email: info@campaign-mgmt.com
About Vaxart
Vaxart is a clinical-stage biotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform. Vaxart vaccines are designed to be administered using pills that can be stored and shipped without refrigeration and eliminate the risk of needle-stick injury. Vaxart believes that its proprietary pill vaccine delivery platform is suitable to deliver recombinant vaccines, positioning the company to develop oral versions of currently marketed vaccines and to design recombinant vaccines for new indications. Vaxart’s development programs currently include pill vaccines designed to protect against coronavirus, norovirus and influenza, as well as a therapeutic vaccine for human papillomavirus (HPV), Vaxart’s first immune-oncology indication. Vaxart has filed broad domestic and international patent applications covering its proprietary technology and creations for oral vaccination using adenovirus and TLR3 agonists.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections, concerning our business, operations, and financial performance and condition as well as the annual meeting of stockholders, our plans, objectives, and expectations for business operations, funding, and financial performance and condition. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this press release may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under “Item 1A - Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and any risk factors disclosed in any subsequent Quarterly Reports on Form 10-Q. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this press release. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this press release.
Participants in the Solicitation
The Company and its directors, executive officers, and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the business to be conducted at the annual meeting of stockholders. Investors and security holders may obtain more detailed information regarding the names, affiliations, and interests of the Company's directors and executive officers in the definitive proxy statement filed in connection with the annual meeting of stockholders as well as the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”), all of which may be obtained free of charge at the website maintained by the SEC at www.sec.gov.
Contact
Vaxart Media and Investor Relations
Matt Steinberg
FINN Partners
IR@vaxart.com
(646) 871-8481
This press release was published by a CLEAR® Verified individual.
FAQ
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