Vaxart Announces Adjournment of Special Meeting of Stockholders

Rhea-AI Summary

Vaxart (NASDAQ:VXRT) announced the adjournment of its 2025 special meeting of stockholders to September 19, 2025. The meeting, which includes a critical reverse stock split proposal to maintain Nasdaq listing, was postponed to give shareholders more time to consider recent board changes, potential governance modifications, and upcoming company disclosures.

CEO Steven Lo emphasized the importance of maintaining Nasdaq listing for advancing the company's science and maximizing shareholder value. The virtual meeting will be accessible to stockholders of record as of July 29, 2025, who can vote until 11:59 p.m. ET on September 18, 2025.

Positive

• None.

Negative

• Company needs a reverse stock split to maintain Nasdaq listing compliance
• Special meeting adjournment suggests potential difficulty in securing necessary votes for approval

Meeting adjourned to September 19, 2025 at 8:30 a.m. Pacific Time

Adjournment provides stockholders with more time given changes in Board composition, additional governance change considerations and future potential disclosures

Vaxart encourages all stockholders of record on July 29, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on September 18, 2025

SOUTH SAN FRANCISCO, Calif., Sept. 08, 2025 (GLOBE NEWSWIRE) -- Vaxart, Inc. (Nasdaq: VXRT) (“Vaxart” or the “Company”) announced today that its 2025 special meeting of stockholders (the “Special Meeting”) has been adjourned to Friday, September 19, 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 August 6, 2025 (the “Proxy Statement”).

“We continue to believe that a listing on Nasdaq is integral to advancing our science and maximizing stockholder value,” said Steven Lo, Chief Executive Officer of Vaxart. “We look forward to engaging with our stockholders over the next two weeks to discuss this important issue and listen to their feedback.”

The reverse stock split proposal was not voted on at the September 5^th Special Meeting because the Board of Directors would like to provide stockholders with additional time to consider and vote in light of recent changes in Board composition, additional governance changes that the Board is considering and may announce, as well as potential other disclosures from the Company.

The reconvened Special 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 Special Meeting will be voted on all applicable proposals at the adjourned Special 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.

Vaxart encourages all stockholders of record on July 29, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on September 18, 2025. The Company also reminds those who have previously voted against reverse stock split proposal 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 special meeting of stockholders, our plans, objectives, and expectations for business operations, funding, any ability to stay listed on Nasdaq, any ability to regain and maintain compliance with the Bid Price Rule, 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 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 special meeting of stockholders to be held on September 19, 2025. 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 special 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

Why did Vaxart (VXRT) adjourn its special stockholders meeting in September 2025?

Vaxart adjourned the meeting to provide stockholders additional time to consider and vote due to recent changes in Board composition, potential governance changes, and upcoming company disclosures.

When is the new date for Vaxart's (VXRT) special stockholders meeting?

The adjourned special meeting will be held on September 19, 2025 at 8:30 a.m. Pacific Time in a virtual format.

What is the purpose of Vaxart's (VXRT) reverse stock split proposal?

The reverse stock split proposal aims to maintain Vaxart's listing on Nasdaq, which management considers integral for advancing their science and maximizing stockholder value.

What is the voting deadline for Vaxart's (VXRT) special meeting?

Stockholders of record as of July 29, 2025, can vote until 11:59 p.m. Eastern Time on September 18, 2025.

How can shareholders attend Vaxart's (VXRT) virtual special meeting?

Shareholders can attend by visiting virtualshareholdermeeting.com/VXRT2025 and entering their 16-digit control number from their proxy materials.