Vaxart Approves Resolutions to Narrow Proposed Reverse Split Range and Proposes Reducing Authorized Shares at Future Stockholder Meeting
- Board's commitment to limit reverse split ratio to maximum 1-for-20, providing clarity on dilution impact
- Proposal to proportionally reduce authorized shares, addressing dilution concerns
- Support from major proxy advisory firms ISS and Glass Lewis for Proposal #2
- Potential maintenance of Nasdaq listing would preserve stock liquidity and institutional investor access
- Company faces imminent risk of Nasdaq delisting without stockholder approval
- Reverse stock split implementation would reduce number of outstanding shares
- Need for stockholder approval creates uncertainty about the company's listing status
Insights
Vaxart's reverse split proposal aims to maintain Nasdaq listing, with board agreeing to reduce authorized shares and limit split ratio.
Vaxart is facing a critical juncture with its upcoming stockholder vote on a reverse stock split proposal, which is essential for maintaining its Nasdaq listing. The board has made two key concessions to encourage shareholder approval: limiting any potential reverse split to a maximum ratio of 1-for-20 (down from what was likely a higher maximum ratio), and committing to proportionally reduce the company's authorized share count following the split.
These modifications address typical shareholder concerns about reverse splits. The commitment to reduce authorized shares is particularly significant as it limits potential future dilution, which is often a major objection point. Without maintaining Nasdaq listing, Vaxart would face serious consequences including reduced liquidity, limited access to institutional capital, and potentially higher costs of raising future financing.
Both leading proxy advisory firms, ISS and Glass Lewis, support the proposal, adding credibility to the board's position. The timing is urgent, with the voting deadline set for May 20, 2025. The company's approach of narrowing the split range while promising to address the authorized share count demonstrates a balanced strategy to meet compliance requirements while responding to stockholder feedback.
This restructuring appears to be focused exclusively on maintaining listing compliance rather than accompanying any other corporate initiatives or financial restructuring, suggesting the company is primarily addressing an immediate technical requirement rather than signaling deeper financial challenges.
Company Urges Stockholders to Vote ‘FOR’ Reverse Stock Split Proposal at Upcoming Annual Meeting to Avoid Nasdaq Delisting
Leading Independent Proxy Advisory Firms, ISS and Glass Lewis, Support Proposal #2
SOUTH SAN FRANCISCO, Calif., May 16, 2025 (GLOBE NEWSWIRE) -- Vaxart, Inc. (Nasdaq: VXRT) today announced that it has filed a supplement to its proxy statement for its Annual Meeting.
The board of directors approved the following two items, if Proposal #2 passes:
- The current authorized number of shares of the Company’s common stock would be proportionally reduced in line with the reverse stock split ratio, to be approved by stockholders at a future special meeting of stockholders that would be scheduled by the board of directors shortly after the Annual Meeting.
- A reverse split of the common stock would not exceed any ratio higher than 1-for-20.
“We value the input of our stockholders, and these amendments directly address the feedback we received,” said Steven Lo, President & Chief Executive Officer. “A vote 'FOR' Proposal #2 helps us maintain our Nasdaq listing and continue our important work in advancing our oral pill vaccine technology. Vaxart’s Nasdaq listing is critical to preserving stockholder liquidity and a stable robust market for Vaxart’s shares. It also enables investment from institutional investors who may otherwise be unable to hold shares that aren’t listed on a major exchange.”
The Company also reminded those who have previously voted against Proxy Proposal #2 that they can change their vote in favor of the proposal if their ballots are cast by the deadline of Tuesday, May 20, 2025, at 11:59 p.m. Eastern Time.
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 future special 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 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 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 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
What is the maximum reverse stock split ratio proposed by Vaxart (VXRT)?
Why is Vaxart (VXRT) proposing a reverse stock split in May 2025?
When is the deadline for Vaxart (VXRT) stockholders to vote on Proposal #2?
What changes has Vaxart's board approved regarding authorized shares?
Which proxy advisory firms support Vaxart's Proposal #2 for the reverse split?
