VXRT withdraws proposal, adjourned special meeting canceled

Rhea-AI Filing Summary

Vaxart, Inc. informed investors that a previously adjourned special meeting of stockholders, originally convened on September 5, 2025 and reconvened for September 19, 2025, will not be reconvened because the company withdrew the listed proposal from stockholder consideration on September 18, 2025. The proposal had been included in a proxy statement filed on August 6, 2025 and the meeting was adjourned earlier to give stockholders additional time to vote. The filing states only the withdrawal decision and that the company will not reconvene the adjourned meeting; no additional rationale, future steps, or timing for any alternative actions were provided.

Positive

• Company formally closed the reconvened meeting process by withdrawing the proposal on September 18, 2025
• Clear procedural disclosure provided to shareholders and the SEC about the adjournment and withdrawal dates

Negative

• No explanation provided
• No alternative timeline

Insights

Corporate Governance Expert

TL;DR: A withdrawn proposal stops the immediate shareholder vote and ends the reconvened meeting.

The withdrawal of the proposal on September 18, 2025 means the company has removed a governance item that was scheduled for a reconvened vote on September 19, 2025. This halts the specific shareholder decision process tied to that proposal.

This action depends solely on the company decision recorded in the report; there is no disclosed explanation or timeline for resubmission or alternative measures. Watch for subsequent filings or notices if the company re-files the proposal or proposes a different action within the next several weeks.

Investor Relations Expert

TL;DR: Withdrawal removes near-term voting uncertainty but leaves investors without clarity on next steps.

With the adjourned meeting not being reconvened, shareholders will not vote on the withdrawn item and the company has closed that near-term procedural matter. The filing specifies the adjournment on September 5, 2025 and withdrawal on September 18, 2025.

Because no rationale or replacement timeline was disclosed, investors should monitor corporate disclosures and SEC filings in the coming weeks for any new proposals, supplemental proxy materials, or communications explaining the decision.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2025

Vaxart, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35285		59-1212264
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
170 Harbor Way, Suite 300, South San Francisco, California				94080
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (650) 550-3500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value		VXRT		*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company          ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

* The registrant’s common stock is quoted on the OTCQX® Best Market under the symbol “VXRT.”

Item 8.01 Other Events.

Vaxart, Inc. (the “Company”) previously disclosed in its current report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2025, that the Company convened its special meeting of stockholders (the “Special Meeting”) on September 5, 2025, but adjourned the Special Meeting to provide the Company’s stockholders with additional time to vote on the proposal (the “Proposal”) listed in the proxy statement, which the Company filed with the SEC on August 6, 2025, for the Special Meeting. The reconvened Special Meeting was scheduled for September 19, 2025.

On September 18, 2025, the Company determined to withdraw the Proposal from stockholder consideration and will not be reconvening the adjourned Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 18, 2025	VAXART, INC.
	/s/ Steven Lo
	Steven Lo
	President and Chief Executive Officer

FAQ

What did Vaxart (VXRT) disclose about the special meeting scheduled for September 19, 2025?

The company disclosed that it withdrew the proposal from stockholder consideration on September 18, 2025 and will not reconvene the adjourned special meeting that had been scheduled for September 19, 2025.

Which dates are important in the VXRT 8-K reporting this event?

Key dates are the original meeting convened on September 5, 2025, the proxy filing on August 6, 2025, the proposal withdrawal on September 18, 2025, and the planned reconvening date of September 19, 2025 which will not occur.

Does the filing explain why Vaxart withdrew the proposal?

No. The filing states the proposal was withdrawn but provides no rationale

Will VXRT reconvene the adjourned special meeting after withdrawing the proposal?

No. The filing states the company will not be reconvening the adjourned special meeting.

Where was the proposal originally described for VXRT shareholders?

The proposal was included in the proxy statement filed with the SEC on August 6, 2025.