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Vaxart Announces Share Purchase Agreement for up to $25 Million with Lincoln Park Capital

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Vaxart (OTCQX: VXRT) entered a share purchase agreement with Lincoln Park Capital providing the company the right to sell up to $25 million of common stock over a 24-month period. Vaxart retains sole discretion on timing and amounts; Lincoln Park must buy at prevailing market prices.

The SPA contains no warrants or participation rights, Lincoln Park agreed not to short or hedge, and Vaxart issued shares as consideration. Sales require a registration statement to be declared effective by the SEC before any shares are sold under the facility.

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Positive

  • Up to $25 million equity purchase capacity over 24 months
  • Company retains sole discretion on timing and amount of sales
  • No warrants or participation rights included, limiting extra investor claims
  • Lincoln Park agreed not to short or hedge Vaxart common stock

Negative

  • Vaxart issued shares as consideration for entering the SPA
  • Sales are contingent on a registration statement being declared effective by the SEC

News Market Reaction – VXRT

+3.02%
+3.02% Session close to close

In the Apr 17 session, VXRT gained 3.02%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement outlines a flexible share purchase agreement giving Vaxart the right, but not the ...
Analysis

This announcement outlines a flexible share purchase agreement giving Vaxart the right, but not the obligation, to sell up to $25 million of stock over 24 months, with no warrants and restrictions on Lincoln Park short selling or hedging. Combined with the recent $300,000,000 shelf and $49,772,479 ATM capacity, it expands financing tools. Investors may track when the related registration statement becomes effective and how any drawdowns coincide with clinical and partnership milestones.

Key Figures

Lincoln Park facility: $25 million Facility term: 24 months
2 metrics
Lincoln Park facility $25 million Maximum common stock value Vaxart may sell under SPA over term
Facility term 24 months Period during which Vaxart can direct sales under SPA

Historical Context

5 past events · Latest: Mar 12 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Mar 12 Earnings and update Positive -14.4% Full-year 2025 results with revenue, profit and cash runway into Q2 2027.
Mar 03 Investor webcasts Neutral +1.3% Announcement of business update call and stockholder fireside chat webcasts.
Feb 18 Conference presentation Neutral -1.6% Planned presentation at Oppenheimer healthcare conference and webcast availability.
Jan 15 Clinical data update Positive +18.4% Phase 1 data showing safe oral bivalent norovirus vaccine with mucosal immunity.
Jan 08 Conference participation Neutral +41.7% Participation in Global BioInnovation Forum with leadership presentations.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

VXRT has seen sharp, sometimes counterintuitive moves around news: strong rallies on select scientific updates and large selloffs even after seemingly positive business/financial disclosures.

Recent Company History

Over the past few months, Vaxart has balanced clinical progress with investor communications and financial updates. A January 15 Phase 1 norovirus readout with positive safety and immune data saw a 18.4% gain, while a January 8 conference participation headline coincided with a 41.7% rise. Later, a March 12 full-year 2025 update citing revenue of $237.3M, net income of $16.3M, and cash of $63.8M with runway into Q2 2027 was followed by a -14.38% move. Today’s financing facility slots into this backdrop of active capital markets positioning and ongoing clinical execution.

Key Terms

share purchase agreement, short selling, hedging, registration statement, +2 more
6 terms
share purchase agreement financial
"announced that it has entered into a share purchase agreement (SPA) with Lincoln Park"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
short selling financial
"Lincoln Park has also agreed not to cause or engage in any direct or indirect short selling"
An investing strategy where someone borrows shares and sells them now, planning to buy them back later at a lower price to return to the lender, pocketing the difference; if the price rises instead, the borrower loses money. Think of it like borrowing a book to sell today and hoping you can repurchase it cheaper later. Short selling matters because it lets investors bet against overvalued stocks, can add market liquidity and price discovery, but it also increases volatility and carries the risk of large or unlimited losses.
View in glossary
hedging financial
"or engage in any direct or indirect short selling or hedging of the Company’s common stock"
Hedging is a way to protect an investment or future cash flows by taking an offsetting position or using a financial tool so that losses in one place are reduced by gains in another, like buying insurance for a car. It matters to investors because it can lower the chance of big losses and make returns more predictable, though it often comes at a cost and can limit upside gains.
View in glossary
registration statement regulatory
"a registration statement registering shares to be sold to Lincoln Park must be declared effective"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
form 8-k regulatory
"as more fully described in the 8-K filed today with the SEC"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.
securities laws regulatory
"pursuant to exemptions from the registration requirements of the federal and state securities laws"
Securities laws are the rules and enforcement systems that govern the buying, selling and disclosure of stocks, bonds and other investment products; think of them as the traffic laws for financial markets that set what must be disclosed, forbid fraud and require fair dealing. They matter to investors because they help ensure companies provide accurate information, reduce the risk of deception or insider advantage, and make it easier to compare investments and seek remedies if something goes wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SOUTH SAN FRANCISCO, Calif., April 17, 2026 (GLOBE NEWSWIRE) -- Vaxart, Inc. (OTCQX: VXRT) (“Vaxart” or the “Company”), a clinical-stage biotechnology company developing a range of oral vaccines based on its proprietary delivery platform, today announced that it has entered into a share purchase agreement (SPA) with Lincoln Park Capital Fund.

Under the terms of the agreement, Vaxart has the right, in its sole discretion, to sell to Lincoln Park up to $25 million worth of common stock over a 24-month period in amounts as described in the agreement. Vaxart maintains full control over the timing and amount of any sales, Lincoln Park is obligated to purchase the stock at prices based on the prevailing market price at the time of each sale, and importantly, there are no upper limits on the price Lincoln Park may pay to purchase Vaxart common stock. This agreement contains no warrants, rights of first refusal or participation rights regarding future financings by the Company and Lincoln Park has also agreed not to cause or engage in any direct or indirect short selling or hedging of the Company’s common stock.

"This agreement with Lincoln Park Capital provides flexible and efficient access to capital as we continue to pursue strategic partnerships, grants and other funding options to advance our oral vaccine programs,” said Jeroen Grasman, Chief Financial Officer of Vaxart. “This facility allows us the sole discretion to strengthen our balance sheet on an as-needed basis as we continue to execute on our clinical milestones while remaining focused on driving long-term value for our shareholders."

The issuance of the shares of common stock to Lincoln Park Capital Fund is being made pursuant to exemptions from the registration requirements of the federal and state securities laws. Pursuant to the SPA, before selling any shares under the SPA, a registration statement registering shares to be sold to Lincoln Park must be declared effective by the SEC and certain other conditions must be satisfied as more fully described in the 8-K filed today with the SEC. We issued shares of our common stock to Lincoln Park as consideration for entering into the SPA.

The information in this press release is summary information only and should be read in conjunction with Vaxart’s Current Report on Form 8-K, which Vaxart filed with the SEC concurrently with this press release. A copy of Vaxart’s Current Report on Form 8-K can be found on Vaxart’s website at www.vaxart.com and the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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 that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding Vaxart's strategy, prospects, plans and objectives, results from preclinical and clinical trials and the timing of such results, commercialization agreements and licenses, and beliefs and expectations of management are forward-looking statements. These forward-looking statements may be accompanied by such words as "should," "believe," "could," "potential," "will," "expected," “anticipate,” "plan," and other words and terms of similar meaning. Examples of such statements include, but are not limited to, statements relating to Vaxart’s ability to raise capital pursuant to the share purchase agreement with Lincoln Park Capital Fund, Vaxart's ability to develop and commercialize its product candidates; Vaxart's expectations regarding clinical results and trial data, and the timing of receiving and reporting such clinical results and trial data; Vaxart’s expected timing for future clinical trials; and Vaxart's expectations with respect to the effectiveness of its product candidates. Vaxart may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Vaxart makes, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement, and/or completion dates for clinical trials, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical studies; decisions by regulatory authorities impacting labeling, manufacturing processes, and safety that could affect the availability or commercial potential of any product candidate, including the possibility that Vaxart's product candidates may not be approved by the FDA or non-U.S. regulatory authorities; that a Vaxart collaborator may not attain development and commercial milestones; that Vaxart or its partners may experience manufacturing issues and delays due to events within, or outside of, Vaxart's or its partners' control; difficulties in production, particularly in scaling up initial production, including difficulties with production costs and yields, quality control, including stability of the product candidate and quality assurance testing, shortages of qualified personnel or key raw materials, and compliance with strictly enforced federal, state, and foreign regulations; Vaxart's ability to obtain sufficient capital to fund its operations on terms acceptable to Vaxart, if at all; the impact of government healthcare proposals and policies; competitive factors; and other risks described in the "Risk Factors" sections of Vaxart's Quarterly and Annual Reports filed with the SEC. Vaxart does not assume any obligation to update any forward-looking statements, except as required by law.

Contact
Vaxart Media and Investor Relations
FINN Partners
IR@vaxart.com


FAQ

What does the Vaxart (VXRT) share purchase agreement with Lincoln Park provide?

It provides Vaxart the right to sell up to $25 million of common stock over 24 months. According to the company, Lincoln Park will purchase shares at prevailing market prices and Vaxart controls timing and amounts.

Will Vaxart (VXRT) issue warrants or give Lincoln Park participation rights under the SPA?

No — the SPA contains no warrants or participation rights. According to the company, the agreement does not grant Lincoln Park rights in future financings or expansion participation.

Are there trading or hedging restrictions for Lincoln Park under the VXRT agreement?

Yes — Lincoln Park agreed not to engage in direct or indirect short selling or hedging of Vaxart common stock. According to the company, this restriction aims to avoid downward pressure from hedging activity.

Does Vaxart (VXRT) immediately receive the $25 million upon signing the SPA?

No — the facility is optional and proceeds are raised only when Vaxart elects to sell shares. According to the company, sales require an SEC registration statement to be declared effective before share sales occur.

Did Vaxart (VXRT) issue any shares to Lincoln Park as part of the agreement?

Yes — Vaxart issued shares as consideration for entering the SPA. According to the company, those initial shares were issued pursuant to exemptions from registration requirements.