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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):
July 1, 2026
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Vaxart, Inc. |
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(Exact name of registrant as specified in its charter) |
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| Delaware |
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001-35285 |
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59-1212264 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
| 310 Utah Avenue, Suite 150, South San Francisco, California |
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94080 |
| (Address of principal executive offices) |
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(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 |
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Trading symbol |
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Name of each exchange on which registered |
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* |
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 trades exclusively on
the OTCQX® Best Market under the symbol “VXRT.” |
Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2026, Vaxart, Inc. (the “Company”) entered into
a Cooperation Agreement (the “Cooperation Agreement”) with Daniel P. Houle, Mark Silverberg, DDS, MD, Matthew M. Wallace,
MD, Patrice Raffy, Q3 Nominees Pty Ltd. and Marc Eustace Pereira (collectively, the “Stockholder Group”).
Pursuant to the Cooperation Agreement, the Stockholder Group withdrew
its notice nominating three director candidates for election at the Company’s 2026 Annual Meeting of Stockholders (the “2026
Annual Meeting”) and withdrew its demand to inspect certain books and records of the Company. The Stockholder Group also agreed
to cooperate with the Company during the 60- to 90-day period following the 2026 Annual Meeting to identify and mutually agree upon an
independent director candidate (the “New Director”) who will be appointed to the Company’s Board of Directors (the “Board”).
The New Director will be appointed to the Nominating and Corporate Governance Committee (the “NCG Committee”) and will be
considered for appointment to other committees as any other independent director with similar expertise and qualifications. If the New
Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director, or ceases to be a director for
any other reason prior to the termination date of the Cooperation Agreement, the Company and the Stockholder Group will cooperate in good
faith to identify and mutually agree upon another person to be appointed as a replacement for the New Director.
Further, the Cooperation Agreement provides that, following the conclusion
of the 2026 Annual Meeting, the Board will (i) adopt a resignation policy applicable to incumbent director candidates in uncontested elections
who receive less than a majority of the votes cast in favor of their election, (ii) adopt stock ownership guidelines for directors, (iii)
form a Clinical and Regulatory Affairs Committee, for the purpose of overseeing the advancement of the Company’s clinical and regulatory
objectives, to be chaired by director James B. Breitmeyer, (iv) form a Stockholder Engagement Committee, for the purpose of overseeing
the advancement of the Company’s relations with stockholders, to be chaired by the New Director, and (v) determine and confirm the
composition of the NCG Committee and the Compensation Committee and select new committee chairs for each such committee.
The Company’s management has agreed to meet with the Stockholder
Group for the duration of the Cooperation Agreement at least one time per fiscal quarter following the Company’s reporting of earnings
for such quarter to discuss financial and strategic matters based on public information and for the Company to hear and consider the perspectives
of the Stockholder Group. The Stockholder Group may request the additional presence of up to two directors, in addition to the Chief Executive
Officer at any such meeting.
The Cooperation Agreement also contains customary voting commitment,
standstill and non-disparagement provisions. The Company also agreed to reimburse the Stockholder Group for reasonable and documented
out-of-pocket fees and expenses incurred by the Stockholder Group in connection with its engagement and solicitation efforts for the 2026
Annual Meeting, subject to a cap of $650,000.
The Cooperation Agreement will terminate on the date (the “Termination
Date”) that is the earlier of (x) 30 days prior to the nomination deadline under the Bylaws for the nomination of director candidates
for election to the Board at the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and (y) 75
days prior to the first anniversary of the 2026 Annual Meeting; provided, however, that the Termination Date will be automatically delayed
until the date that is the earlier of (x) 30 days prior to the nomination deadline under the Bylaws for the nomination of director candidates
for election to the Board at the 2028 Annual Meeting of Stockholders of the Company and (y) 75 days prior to the first anniversary of
the 2027 Annual Meeting if the Company notifies the Stockholder Group and the New Director in writing at least 30 days prior to the initial
Termination Date that the Board has irrevocably offered to renominate the New Director for election at the 2027 Annual Meeting.
The foregoing description of the Cooperation Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, the Company issued a press release announcing the
matters addressed above. A copy of the press release is furnished with this report as Exhibit 99.1.
The information in this Current Report on Form 8-K under Item 7.01
and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
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Cooperation Agreement, dated July 1, 2026 |
| 99.1* |
|
Vaxart, Inc. Press Release dated July 1, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: July 1, 2026 |
VAXART, INC. |
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|
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/s/ Steven Lo |
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Steven Lo |
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President and Chief Executive Officer |
Exhibit 99.1
Vaxart Enters Cooperation Agreement with Stockholder
Group and Announces Board and Corporate Governance Enhancements
Company to Appoint Mutually Agreed Upon Independent
Director; Forms Stockholder Engagement and Clinical and Regulatory Affairs Committees
Stockholder Group Withdraws Director Nominations
SOUTH SAN FRANCISCO, Calif., July 1, 2026 -- Vaxart, Inc. (OTCQX:
VXRT) (“Vaxart” or the “Company”), a clinical-stage biotechnology company developing a range of oral recombinant
vaccines based on its proprietary delivery platform, today announced a resolution to the proxy contest in connection with the Company’s
2026 Annual Meeting of Stockholders, reflecting a commitment to value creation, strong corporate governance and constructive engagement
with stockholders.
Vaxart will initiate a search for an additional independent director
to be conducted within 90 days of the conclusion of the 2026 Annual Meeting. Pursuant to a cooperation agreement between the Company and
stockholders Daniel P. Houle, Mark Silverberg, DDS, MD, Matthew M. Wallace, MD, Patrice Raffy, Marc Eustace Pereira and Q3 Nominees Pty
Ltd. (the “Stockholder Group”), the Company will work with the Stockholder Group to identify a mutually agreeable candidate
to be appointed to the Board. The Stockholder Group has also agreed under the cooperation agreement to withdraw the director nominations
of Mr. Houle, Dr. Silverberg and Dr. Wallace in connection with the 2026 Annual Meeting.
The cooperation agreement additionally provides for the formation of
a Stockholder Engagement Committee and a Clinical and Regulatory Affairs Committee, Board committee refreshment, including the selection
of new chairs for the Nominating and Governance and Compensation Committees, the adoption of director stock ownership and resignation
policies, as well as certain customary standstill, voting, engagement and other provisions.
“Vaxart is approaching a series of important value-inflection
milestones, and these actions enable the Company to move forward with a unified focus on executing its strategy,” said W. Mark Watson,
Lead Independent Director of Vaxart’s Board. “We appreciate the constructive dialogue with the Stockholder Group toward our
shared goal of creating value and are pleased to resolve our proxy contest so we can dedicate our full resources and attention to advancing
our pipeline with stockholder interests in mind. We believe these governance enhancements will reinforce the continuity of experienced
oversight needed as Vaxart enters its next phase of growth.”
The Stockholder Group commented, “We are pleased to have reached
an agreement that enhances Vaxart’s corporate governance and engagement with stockholders. We have long believed in the potential
of Vaxart’s science and differentiated oral vaccine platform. The actions announced today strengthen Board oversight and accountability
and give us confidence that Vaxart is positioned to unlock significant value for stockholders.”
The cooperation agreement will be filed on a Form 8-K with the U.S.
Securities and Exchange Commission.
Goodwin Procter LLP and Thompson Hine LLP are serving as legal advisors
and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Vaxart. Olshan Frome Wolosky LLP is serving
as legal advisor to the Stockholder Group.
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.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are
subject to the “safe harbor” provisions created by those sections, 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, 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,”
“target,” “seek,” “intend,” “may,” “predict,” “project,” “would,”
and other words and terms of similar meaning. 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 and other
risks and uncertainties described in the “Risk Factors” sections of Vaxart’s most recent Annual Report on Form 10-K,
as amended, and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Vaxart undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except
as required by applicable law.
Important Additional Information and Where to Find It
Vaxart has filed a definitive proxy statement and form of white proxy
card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the 2026
Annual Meeting of Stockholders (the “Annual Meeting”). Stockholders are able to obtain the Company’s proxy statement,
any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at the Company’s website at https://investors.vaxart.com/financials-filings/sec-filings.
Investor Contact
Michael Fein
Campaign Management
(855) 264-1527
Media Contact
Aaron Palash / Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
