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0000072444
0000072444
2026-04-23
2026-04-23
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
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Date of Report (Date of earliest event reported):
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April 23, 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
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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310 Utah Ave, Suite 150, South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(650) 550-3500
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170 Harbor Way, Suite 300, South San Francisco, California 94080
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(Former name or former address, if changed since last report.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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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Common Stock, $0.0001 par value
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VXRT
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*
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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 is quoted on the OTCQX® Best Market under the symbol “VXRT.”
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 23, 2026, following a recommendation by the Nominating and Governance Committee of the Board of Directors (the “Board”) of Vaxart, Inc. (the “Company”), the Board appointed James B. Breitmeyer, M.D., Ph.D. to serve on the Board, effective immediately, and until Dr. Breitmeyer’s successor is elected and qualified, or sooner in the event of his death, resignation, or removal. The Board has determined that Dr. Breitmeyer meets the independence standards adopted by the Board.
James B. Breitmeyer, M.D., Ph.D. currently serves as the Chief Executive Officer and director of Altay Therapeutics, Inc. and as Operating Partner of SOLVE FSHD, a venture philanthropy group, since February 2026 and September 2025, respectively. Previously, Dr. Breitmeyer served as President and Chief Executive Officer of Oncternal Therapeutics, Inc. from February 2016 to June 2025. Dr. Breitmeyer is a veteran biotech executive with experience successfully starting and growing biotechnology organizations. He has been responsible for the development and implementation of operational and drug development strategies, as well as supervising and managing both large organizations and emerging biotechnology companies. Dr. Breitmeyer served as President of Bavarian Nordic, Inc. and Executive Vice President of Bavarian Nordic A/S, a multinational corporation headquartered in Denmark, from February 2013 to July 2015 where he oversaw business operations and development strategy both for Bavarian Nordic, Inc. and Bavarian Nordic A/S. He served as a director of Zogenix, Inc., then a public pharmaceutical company, from March 2014 until it was acquired by UCB S.A. in March 2022 and was acting Chief Medical Officer of Zogenix from August 2012 to February 2013 where he was responsible for clinical development and regulatory strategy. He previously served as the Executive Vice President of Development and Chief Medical Officer of Cadence Pharmaceuticals Inc., a public pharmaceutical company, from August 2006 to August 2012, and the Chief Medical Officer of Applied Molecular Evolution Inc., a wholly owned subsidiary of Eli Lilly and Co., a global pharmaceutical company, from December 2001 to August 2006. Dr. Breitmeyer was also the founder, President and Chief Executive Officer of the Harvard Clinical Research Institute, and Chief Medical Officer and Head of Research & Development for North America at Serono Laboratories Inc., an international biopharmaceutical company. Dr. Breitmeyer served as a founding collaborator and scientific advisor to Immunogen Inc., a biotechnology company, and held clinical and teaching positions at the Dana Farber Cancer Institute and Harvard Medical School. Dr. Breitmeyer previously served as a director of Otonomy, Inc. Dr. Breitmeyer earned his B.A. in Chemistry from the University of California, Santa Cruz and his M.D. and Ph.D. from Washington University School of Medicine and is Board Certified in Internal Medicine and Oncology. He holds an active California medical license. The Board believes that Dr. Breitmeyer’s perspective and experience as Altay’s CEO and director, as well as his depth of operating and senior management experience in the pharmaceutical industry in both private and public organizations and educational background, provide him with the qualifications and abilities to serve as a director.
Dr. Breitmeyer will be entitled to receive cash and equity compensation for his service on the Board and committees thereof in the standard amounts previously approved by the Board and as set forth in the Vaxart, Inc. Non-Employee Director Compensation Program.
Dr. Breitmeyer also entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35285), filed with the U.S. Securities and Exchange Commission on February 20, 2018.
There are no arrangements or understandings between Dr. Breitmeyer and any other persons, pursuant to which he was appointed as a member of the Board. There are no family relationships between Dr. Breitmeyer and any of the Company’s directors or executive officers. Dr. Breitmeyer is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
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Item 7.01
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Regulation FD Disclosure.
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On April 23, 2026, the Company issued a press release announcing the appointment of Dr. Breitmeyer as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release, dated April 23, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Date: April 23, 2026
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VAXART, INC.
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/s/ Steven Lo
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Steven Lo
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President and Chief Executive Officer
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Exhibit 99.1
Vaxart Appoints James Breitmeyer, M.D., Ph.D., to Board of Directors
Appointment strengthens Board’s clinical development and regulatory expertise as Vaxart advances its oral vaccine platform
SOUTH SAN FRANCISCO, Calif., April 23, 2026 — Vaxart, Inc. (OTCQX: VXRT), a clinical-stage biotechnology company developing a range of oral vaccines based on its proprietary delivery platform, today announced the appointment of James Breitmeyer, M.D., Ph.D., to its Board of Directors. Dr. Breitmeyer brings more than 35 years of biopharmaceutical experience, having led clinical development programs resulting in eight FDA product approvals and numerous regulatory successes across the United States, Europe, and Japan.
"We are pleased to welcome Jim to the Vaxart Board as we continue to advance our clinical programs and demonstrate the long-term potential of our oral vaccine platform," said Mark Watson, Lead Independent Director of Vaxart. "Jim’s deep expertise in drug development and his extensive experience navigating complex regulatory paths will be a significant asset. His track record of clinical leadership is a valuable addition to our Board and is highly complementary to our mission of providing a more effective and accessible way to vaccinate the global population."
Dr. Breitmeyer has been a leader in drug development throughout his career. In February 2026, he joined Altay Therapeutics as CEO and Board Director, directing the advancement of the company’s pipeline of oral transcription factor therapies. He most recently served as the President and CEO of Oncternal Therapeutics, Inc., where he oversaw the clinical development of a diverse pipeline of first-in-class oncology assets. He also brings vaccine development expertise from his previous role as President of Bavarian Nordic, Inc., where he oversaw the development of cancer, infectious disease and bioterrorism vaccines. Additionally, Dr. Breitmeyer held senior clinical leadership roles at Eli Lilly and Company and Cadence Pharmaceuticals, where he managed the transition of multiple candidates through the clinical and regulatory process toward successful commercial launch.
"Vaxart is doing important work to advance the science of oral vaccines, and I have long admired the Company's commitment to innovation," said Dr. Breitmeyer. "I am honored to join the Board and look forward to contributing to the company's continued progress as it moves its lead candidates through the clinic and works to validate the unique advantages of its proprietary technology."
About James Breitmeyer, M.D., Ph.D.
Dr. Breitmeyer currently serves as the CEO and Board Director of Altay Therapeutics, Inc. His board experience includes previous director roles at Zogenix, Inc. and Otonomy, Inc., where he served on Audit and Compensation Committees.
Prior to joining Altay Therapeutics, he most recently served as President, CEO, and Director of Oncternal Therapeutics, Inc. Previously, he held the position of President at Bavarian Nordic, Inc. and served as Executive Vice President and Chief Medical Officer at Cadence Pharmaceuticals. Dr. Breitmeyer also served as Vice President of Biotechnology at Eli Lilly and Company, where he was responsible for the corporate biotechnology pipeline. Earlier in his career, he held senior leadership roles at Applied Molecular Evolution and Serono Laboratories, where he led the development of therapies resulting in FDA approvals for Rebif® and Serostim®.
Dr. Breitmeyer earned his M.D. and Ph.D. from Washington University School of Medicine. He completed postdoctoral fellowships at Harvard Medical School and the Dana-Farber Cancer Institute, where he also served as a clinical instructor.
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, 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 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 Vaxart or its partners may experience manufacturing issues and delays due to events within, or outside of, Vaxart's or its partners' control; 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
