Vaxart, Inc. SEC Filings

Vaxart, Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to provide updated Part III information on directors, executive officers, corporate governance, executive and director compensation, security ownership, related‑party transactions, and auditor fees.

The filing shows a predominantly independent board, active audit, compensation, and nominating committees, and detailed pay and equity awards for senior management and non‑employee directors. It also describes clawback, insider trading, anti‑hedging, and governance policies, plus 2025 cash and stock retainers for directors.

Vaxart, Inc. appointed James B. Breitmeyer, M.D., Ph.D. to its Board of Directors, effective immediately, following a recommendation from the Nominating and Governance Committee. The Board determined that he meets its independence standards.

Dr. Breitmeyer brings over 35 years of biopharmaceutical experience, including leadership roles at Altay Therapeutics, Oncternal Therapeutics, Bavarian Nordic, Eli Lilly, Cadence Pharmaceuticals and others. He has led clinical programs resulting in eight FDA product approvals and multiple regulatory successes in the U.S., Europe and Japan, including vaccine-related work at Bavarian Nordic.

He will receive cash and equity compensation under Vaxart’s standard Non-Employee Director Compensation Program and has entered into the company’s standard indemnification agreement. A press release announcing his appointment was furnished as an exhibit and is not deemed filed for Exchange Act liability purposes.

Vaxart, Inc. disclosed a change in its facilities in South San Francisco. The company amended its Utah Avenue lease to add two additional suites totaling approximately 3,531 rentable square feet, beginning on May 14, 2026, with a 36‑month term.

Separately, a previously signed termination agreement will end Vaxart’s Harbor Way headquarters lease, which covers approximately 24,606 rentable square feet, effective May 15, 2026. Together, these steps shift the company’s leased footprint from its former Harbor Way headquarters toward additional space on Utah Avenue.

Vaxart, Inc. entered into a share purchase agreement with Lincoln Park Capital that allows Vaxart, at its discretion, to sell up to $25.0 million of common stock over a 24‑month period once a resale registration statement is effective.

Vaxart can direct Lincoln Park to buy up to 150,000 shares per trading day, with higher share caps at higher stock prices, subject to a $500,000 daily limit and pricing set at 97% of specified market prices. Vaxart will issue 447,067 commitment shares as consideration and the agreement limits Lincoln Park’s ownership to 4.99%, includes no warrants or participation rights, and prohibits Lincoln Park from short selling the stock.

Vaxart, Inc. filed a shelf registration to offer up to $300,000,000 of various securities and a related prospectus supplement for an at-the-market facility to sell up to $49,772,479 of common stock through Citizens JMP Securities, LLC and B. Riley Securities, Inc. under a Sales Agreement. The base prospectus allows multiple security types (common, preferred, debt, warrants, purchase contracts, units) to be offered from time to time. The prospectus states $300,000,000 aggregate capacity and notes $49,772,479 specifically allocated to the Sales Agreement; if unsold under the Sales Agreement, those shares may be sold under the base prospectus. The company reports 241,414,053 shares of common stock outstanding and a closing sale price of $0.63 on April 10, 2026. The prospectus emphasizes typical shelf qualifiers: supplements will set offering-specific terms and investors should read risk factors and incorporated reports.

Vaxart, Inc. SVP and Chief Scientific Officer Sean Tucker reported a routine tax-related share disposition tied to vested RSUs. On March 28, 2026, 3,924 shares of common stock were withheld by the company at $0.65 per share to cover income tax obligations. After this, Tucker held 882,811 common shares directly, plus 51,465 shares in joint tenancy with Frances Chang and 9,060 shares held by his spouse, both reported as indirect ownership.

Vaxart, Inc. Chief Medical Officer James F. Cummings reported a routine tax-withholding transaction involving company stock. On March 28, 2026, 3,292 shares of Common Stock were withheld by Vaxart at $0.65 per share to cover income tax obligations from vested RSUs.

After this withholding, Cummings directly holds 924,177 shares of Vaxart common stock, including 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan. This event reflects tax settlement on equity compensation rather than an open-market sale.

Vaxart, Inc. executive Edward B. Berg, SVP and General Counsel, reported a tax-related share disposition tied to restricted stock units. On the RSU vesting date, 36,418 shares of common stock at $0.694 per share were withheld by the company to satisfy income tax obligations, rather than sold in the open market. After this withholding, Berg directly holds 755,368 common shares, including 70,781 shares previously acquired under Vaxart’s 2022 Employee Stock Purchase Plan.

Vaxart, Inc.’s Chief Medical Officer, James F. Cummings, reported a routine tax-related share disposition. On March 24, 2026, 30,551 shares of common stock were withheld by the company at $0.694 per share to cover income tax obligations from vested RSUs. After this withholding, he directly holds 927,469 common shares, which includes 75,618 shares acquired under Vaxart’s 2022 Employee Stock Purchase Plan. This event reflects compensation-related tax settlement rather than an open-market sale.