Vaxart (VXRT) faces Nasdaq delisting after reverse split plan withdrawn

Rhea-AI Filing Summary

Vaxart, Inc. reports that Nasdaq has decided to delist its securities after the company failed to meet conditions previously set by a Nasdaq Hearings Panel. Those conditions required shareholder approval of a reverse stock split by September 5, 2025, completion of the reverse split by October 6, 2025, and proof that the company met Nasdaq’s minimum bid price requirement. Vaxart withdrew its reverse stock split proposal on September 18, 2025, which left these conditions unmet.

Nasdaq’s Office of the General Counsel sent a letter on September 19, 2025 stating that Vaxart’s securities will be delisted. Trading of Vaxart’s common stock on Nasdaq has already been suspended since the open of trading on July 8, 2025. The company’s common stock is currently quoted on the OTCQX® Best Market under the symbol VXRT, meaning its shares continue to trade but no longer on a national securities exchange.

Positive

• None.

Negative

• Nasdaq delisting of Vaxart securities: Nasdaq’s Office of the General Counsel sent a letter on September 19, 2025 stating the company’s securities will be delisted after it failed to meet conditions related to a reverse stock split and minimum bid price compliance.
• Reverse stock split withdrawn, listing conditions unmet: Vaxart withdrew its proposal to effect a reverse stock split on September 18, 2025, leaving the Nasdaq Hearings Panel’s deadlines and requirements unsatisfied.
• Continued trading off-exchange: Vaxart’s common stock has been suspended from trading on Nasdaq since July 8, 2025 and is now quoted only on the OTCQX® Best Market under the symbol VXRT, which can reduce liquidity and market visibility.

Insights

Equity markets & listing standards analyst

Vaxart will be delisted from Nasdaq and now trades on OTCQX.

Vaxart confirms that Nasdaq will delist its securities after the company did not satisfy the Nasdaq Hearings Panel’s conditions. Those conditions included shareholder approval of a reverse stock split by September 5, 2025, completion of that split by October 6, 2025, and regaining compliance with the minimum bid price rule. Vaxart’s withdrawal of the reverse split proposal on September 18, 2025 effectively ensured noncompliance.

Nasdaq’s Office of the General Counsel sent a delisting letter on September 19, 2025, formalizing the outcome. Trading on Nasdaq had already been suspended since the open on July 8, 2025, so the practical shift to over-the-counter trading began earlier. The filing states that the common stock is now quoted on the OTCQX® Best Market under the symbol VXRT, which is a lower-profile venue than a national exchange.

For investors, this move from Nasdaq to OTCQX can affect trading liquidity and visibility, although the company’s shares remain tradeable. Future company filings may describe any additional steps Vaxart considers in response to the delisting and its prior reverse stock split proposal.

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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 19, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported by Vaxart, Inc. (the “Company”), on August 27, 2025, the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granted the Company’s request to continue its listing on Nasdaq subject to the Company’s (i) receipt of shareholder approval for a reverse stock split on or before September 5, 2025, (ii) completion of such reverse stock split on or before October 6, 2025, and (iii) demonstration of compliance with Nasdaq’s minimum bid price requirement (the “Panel’s Conditions”). On September 18, 2025, the Company withdrew its proposal to effect a reverse stock split of the Company’s common stock ahead of its adjourned special meeting of stockholders.

On September 19, 2025, the Company received a letter from the Office of the General Counsel of Nasdaq, stating that the Company’s securities will be delisted from Nasdaq as a result of the Company’s noncompliance with the Panel’s Conditions.

Trading in the Company’s common stock on Nasdaq was suspended at the open of trading on July 8, 2025. The Company’s common stock is currently quoted on the OTCQX® Best Market under the symbol “VXRT.”

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 19, 2025		VAXART, INC.
		/s/ Steven Lo
		Steven Lo
		President and Chief Executive Officer

FAQ

Why is Vaxart (VXRT) being delisted from Nasdaq?

Vaxart is being delisted from Nasdaq because it did not satisfy conditions set by a Nasdaq Hearings Panel, which required shareholder approval of a reverse stock split by September 5, 2025, completion of that split by October 6, 2025, and demonstration of compliance with Nasdaq’s minimum bid price requirement.

What happened to Vaxart’s reverse stock split proposal?

On September 18, 2025, Vaxart withdrew its proposal to effect a reverse stock split of its common stock ahead of its adjourned special meeting of stockholders, leaving Nasdaq’s listing conditions unmet.

When did Nasdaq suspend trading of Vaxart’s common stock?

Trading in Vaxart’s common stock on Nasdaq was suspended at the open of trading on July 8, 2025, before the company received formal notice on September 19, 2025 that its securities will be delisted.

Where does Vaxart’s stock trade now and under what symbol?

Vaxart’s common stock is currently quoted on the OTCQX® Best Market under the trading symbol VXRT, instead of being listed on Nasdaq.

What did Nasdaq’s September 19, 2025 letter to Vaxart say?

On September 19, 2025, Nasdaq’s Office of the General Counsel sent a letter stating that Vaxart’s securities will be delisted from Nasdaq as a result of the company’s noncompliance with the Hearings Panel’s conditions.

What conditions had the Nasdaq Hearings Panel previously granted to Vaxart?

On August 27, 2025, the Nasdaq Hearings Panel allowed Vaxart to continue its listing if it obtained shareholder approval for a reverse stock split by September 5, 2025, completed that reverse split by October 6, 2025, and showed compliance with Nasdaq’s minimum bid price requirement.