8-K
Vaxart, Inc. (VXRT)
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 5, 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 | The Nasdaq Capital Market |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On September 5, 2025, Vaxart, Inc. (the “Company”) convened the Company’s special meeting of stockholders (the “Special Meeting”). Proxies had been submitted by stockholders representing approximately 64.25% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum.
The proposal listed in the proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2025, for the Special Meeting was not voted on at the Special Meeting because the Company’s board of directors (the “Board of Directors”) believes that it is important to provide stockholders additional time within which to vote, and therefore the Company adjourned the Special Meeting.
The reconvened Special Meeting will be held on Friday, September 19, 2025 at 8:30 a.m. Pacific Time through live webcast of the meeting, as described on the Proxy Statement and proxy card or in the instructions that accompanied the proxy materials to the Company’s stockholders.
During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposal for the Special Meeting. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned Special Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement.
The close of business on July 29, 2025 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Special Meeting.
Forward-Looking Statements
Statements contained or incorporated by reference in this Current Report on Form 8-K (this “Form 8-K”) which relate to other than strictly historical facts, such as statements about the Company’s plans and strategies are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” and similar expressions identify forward-looking statements that speak only as of the date of this Form 8-K. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to many factors including, but not limited to, the Company’s continuing operating losses, uncertainty of market acceptance, reliance on third party manufacturers, accumulated deficit, future capital needs, uncertainty of capital funding, dependence on limited product line and distribution channels, competition, limited marketing and manufacturing experience, and other risks detailed in the Company’s most recent Annual Report on Form 10-K and other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Additional Information and Where to Find It
In connection with the Special Meeting of stockholders, the Company filed with the SEC a definitive Proxy Statement which was mailed to the Company’s stockholders as of the record date for the Special Meeting of stockholders. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ALL AMENDMENTS AND SUPPLEMENTS THERETO, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE SPECIAL MEETING. The Company’s stockholders may also obtain copies of the Proxy Statement and all other relevant documents filed or that will be filed with the SEC in connection with the Special Meeting, without charge, at the SEC’s website at http://www.sec.gov or by directing a request to: Vaxart, Inc., 170 Harbor Way, Suite 300, South San Francisco, California.
Participants in the Solicitation
The Company and certain of its respective directors, executive officers, and other members of management and employees may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Special Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF THE COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024, WHICH WAS FILED WITH THE SEC ON MARCH 20, 2025.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 8, 2025, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1. A previous version of the press release contained the incorrect website address for the live webcast for the Special Meeting, but the attached press release contains the corrected website address.
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 Securities Exchange Act of 1934, as amended, 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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press Release, dated September 8, 2025. |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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 8, 2025 | VAXART, INC. | |
|---|---|---|
| By: | /s/ Steven Lo | |
| Steven Lo | ||
| President and Chief Executive Officer |
ex_859833.htm
Exhibit 99.1
Vaxart Announces Adjournment of Special Meeting of Stockholders
Meeting adjourned to September 19, 2025 at 8:30 a.m. Pacific Time
Adjournment provides stockholders with more time given changes in Board composition, additional governance change considerations and future potential disclosures
Vaxart encourages all stockholders of record on July 29, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on September 18, 2025
SOUTH SAN FRANCISCO, Calif., September 8, 2025 -- Vaxart, Inc. (OTCQX: VXRT) (“Vaxart” or the “Company”) announced today that its 2025 special meeting of stockholders (the “Special Meeting”) has been adjourned to Friday, September 19, 2025 at 8:30 a.m. Pacific Time with respect to all proposals described in Vaxart’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2025 (the “Proxy Statement”).
“We continue to believe that a listing on Nasdaq is integral to advancing our science and maximizing stockholder value,” said Steven Lo, Chief Executive Officer of Vaxart. “We look forward to engaging with our stockholders over the next two weeks to discuss this important issue and listen to their feedback.”
The reverse stock split proposal was not voted on at the September 5^th^ Special Meeting because the Board of Directors would like to provide stockholders with additional time to consider and vote in light of recent changes in Board composition, additional governance changes that the Board is considering and may announce, as well as potential other disclosures from the Company.
The reconvened Special Meeting will be held in a virtual-only format, which can be accessed by visiting http://www.virtualshareholdermeeting.com/VXRT2025SM and entering the 16‐digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. During the adjournment, Vaxart continues to solicit votes from its stockholders with respect to all proposals set forth in the Proxy Statement.
Proxies previously submitted with respect to the Special Meeting will be voted on all applicable proposals at the adjourned Special Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement, and stockholders who have previously submitted a proxy or otherwise voted need not take any action.
Vaxart encourages all stockholders of record on July 29, 2025 who have not yet voted to do so by 11:59 p.m. Eastern Time on September 18, 2025. The Company also reminds those who have previously voted against reverse stock split proposal that they can change their vote in favor of the proposal.
If you have any questions or need assistance with voting, please contact Vaxart’s proxy solicitation firm:
Campaign Management, LLC
Toll-Free: 1-855-264-1527
Email: info@campaign-mgmt.com
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 within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections, concerning our business, operations, and financial performance and condition as well as the special meeting of stockholders, our plans, objectives, and expectations for business operations, funding, any ability to stay listed on Nasdaq, any ability to regain and maintain compliance with the Bid Price Rule, and financial performance and condition. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this press release may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under “Item 1A - Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and risk factors disclosed in any subsequent Quarterly Reports on Form 10-Q. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this press release. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this press release.
Participants in the Solicitation
The Company and its directors, executive officers, and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the business to be conducted at the special meeting of stockholders to be held on September 19, 2025. Investors and security holders may obtain more detailed information regarding the names, affiliations, and interests of the Company's directors and executive officers in the definitive proxy statement filed in connection with the special meeting of stockholders as well as the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”), all of which may be obtained free of charge at the website maintained by the SEC at www.sec.gov.
Contact
Vaxart Media and Investor Relations
Matt Steinberg
FINN Partners
IR@vaxart.com
(646) 871-8481