Vaxart Inc SEC Filings

Vaxart proxy contest: A group led by Daniel P. Houle and five other participants is soliciting proxies to elect three nominees to Vaxart's six-member Board at the 2026 Annual Meeting, citing underperformance and governance concerns. The group reports beneficial ownership of 1,515,343 shares and will use a GOLD universal proxy card to solicit votes for a six-member slate.

The proxy statement details the nominees, voting mechanics for the virtual meeting, potential change-of-control effects under several equity and severance plans, and transaction schedules for the participants.

Vaxart, Inc. Chief Financial Officer Jeroen Nicolaas Grasman reported a tax-related share disposition connected to vested restricted stock units. On May 19, 2026, 31,395 shares of common stock were withheld by the company at $0.61 per share to satisfy income tax withholding and remittance obligations. This was a non-market transaction used to settle taxes rather than an open-market sale. After this withholding, Grasman directly held 545,605 shares of Vaxart common stock.

Vaxart, Inc. filed a preliminary proxy statement for its 2026 virtual Annual Meeting describing a contested director election: a stockholder, Daniel P. Houle, intends to nominate three director candidates in opposition to the Board’s slate. The Board unanimously recommends voting FOR its six nominees on the enclosed WHITE proxy card.

The filing discloses prior engagement with Mr. Houle and related investors, including that the Houle group collectively beneficially owned 1,739,782 shares (about 0.7%) as of February 20, 2026, and that Mr. Houle personally held 15,622 shares (less than 0.007%). The proxy recounts 2025 events including two reverse-split proposals, Nasdaq delisting and trading on OTCQX, the Board’s refreshment (appointment of Dr. James B. Breitmeyer on April 23, 2026), and governance and voting procedures under the universal proxy rules.

Vaxart, Inc. has filed preliminary proxy materials and issued an open letter ahead its 2026 Annual Meeting of Stockholders scheduled for July 16, 2026. The company highlights clinical progress for its oral vaccine platform, including a fully enrolled Phase 2b COVID-19 trial with about 5,400 participants and key data expected through early 2027. Vaxart states it has extended its cash runway into the second quarter of 2027 after cost reductions and dilutive financings, aiming to reach upcoming clinical milestones. The letter urges shareholders to back the board’s six director nominees in a contested election against three dissident candidates and notes the CEO holds more than 2.5 million shares. Deadlines for shareholder proposals and certain proxy-related notices are set at May 29, 2026.

Vaxart, Inc. registers up to 32,914,599 shares of common stock for resale by Lincoln Park Capital Fund, LLC, comprising up to 32,467,532 Purchase Shares and 447,067 Commitment Shares. The company is not selling shares here and will receive no proceeds from Lincoln Park’s resales; however, Vaxart may receive up to $25 million in gross proceeds from sales of Purchase Shares to Lincoln Park under a Purchase Agreement that provides committed equity financing. The prospectus states 241,973,011 shares outstanding prior to this registration and 274,440,543 shares outstanding after (reflecting potential issuance of Purchase Shares), and discloses recent market data of $0.74 per share (closing OTC price on May 7, 2026). The resale program permits Lincoln Park to sell registered shares in various ways and at varying prices; the Purchase Agreement contains formulas and timing mechanics governing purchases by Lincoln Park and limits on resale methods are described in the Plan of Distribution.

Vaxart, Inc. filed Amendment No. 1 to its registration statement on Form S-1 as an exhibits-only update. The amendment leaves the main prospectus unchanged and adds the facing page, an explanatory note, Part II information, signatures, and a detailed exhibit index.

The filing estimates issuance and distribution costs for the common stock being registered at about $115,000, including a $3,477.32 SEC registration fee, $20,500 in accounting fees, $85,000 in legal fees, and other miscellaneous expenses. It also describes indemnification provisions for directors and officers under Delaware law and restates standard Securities Act undertakings related to post-effective amendments and liability.

Vaxart, Inc. is registering up to 32,914,599 shares of common stock for resale by Lincoln Park Capital Fund, LLC under a $25 million committed equity purchase agreement. The total includes up to 32,467,532 Purchase Shares that Vaxart may sell to Lincoln Park and 447,067 Commitment Shares already issued as consideration.

Vaxart will not receive proceeds from Lincoln Park’s resale of these shares but may raise up to $25 million when it sells Purchase Shares under the agreement. Shares outstanding were 241,973,011 before the offering and would rise to 274,440,543 if all Purchase Shares are issued, meaning substantial potential dilution.

The company trades on the OTCQX under “VXRT” after a Nasdaq delisting and highlights risks from stock price volatility, reliance on BARDA funding for its COVID-19 program, ongoing losses, and the need for additional capital despite $61.0 million in cash, cash equivalents and investments as of March 31, 2026.

Vaxart, Inc. reported a profitable quarter for the three months ended March 31, 2026, driven mainly by U.S. government funding and a new collaboration. Total revenue rose to $39.2 million from $20.9 million, powered by $36.4 million from BARDA government contracts and $2.8 million of collaboration revenue from its Dynavax (now Sanofi) license deal.

Operating expenses were $34.1 million, slightly below the prior year, leading to operating income of $5.2 million versus a loss of $14.9 million a year earlier. Net income reached $5.2 million, or $0.02 per diluted share, compared with a net loss of $15.6 million, or $(0.07) per share.

Vaxart ended the quarter with $61.0 million in cash, cash equivalents and short-term investments and expects this to fund planned operations for at least 12 months, with cash runway projected into the second quarter of 2027. The company also put in place a $25.0 million equity line of credit and has an at-the-market program available under a new 2026 shelf registration to support future capital needs.