8-K

Vaxart, Inc. (VXRT)

8-K 2025-11-05 For: 2025-11-04
View Original
Added on April 07, 2026

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): November 5, 2025 (November 4, 2025)
Vaxart, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-35285 59-1212264
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(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
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Not Applicable
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(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)
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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:

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 1.01.          Entry Into a Material Definitive Agreement.

Exclusive License and Collaboration Agreement

On November 4, 2025, Vaxart, Inc. (“Vaxart” or the “Company”) entered into an Exclusive License and Collaboration Agreement (the “License Agreement”) with Dynavax Technologies Corporation (Nasdaq: DVAX) relating to Vaxart’s investigational oral vaccine candidate for COVID-19 based on Vaxart’s oral delivery platform (the “Vaccine Candidate”).

Pursuant to the terms of the License Agreement, Vaxart has granted Dynavax an exclusive, worldwide license to develop and commercialize the Vaccine Candidate and other vaccines based on Vaxart’s oral delivery platform for the prevention or treatment of infection by SARS-CoV-2, SARS coronavirus, MERS coronavirus, and other coronaviruses, including all variants of such coronaviruses, and the respiratory illnesses caused by such coronavirus infections, including COVID-19 (the “Licensed Indications”). Vaxart retains the rights to its oral delivery platform and vaccine constructs for all indications other than the Licensed Indications.

Under the License Agreement, Vaxart has agreed to, among other things, continue to develop the Vaccine Candidate by conducting and completing its ongoing Phase 2b clinical trial of the Vaccine Candidate, performing its obligations under its Project NextGen/BARDA award and related agreements, including Project Agreement No. 01; RRPV-24-04-NGVx-003, and conducting additional development and manufacturing activities related to the Vaccine Candidate that will be agreed to by the parties. In turn, Dynavax has agreed to pay Vaxart an upfront license fee of $25 million and to purchase $5 million of the shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the terms of the Purchase Agreement (as defined below).

Following the completion of Vaxart’s ongoing Phase 2b clinical trial and a planned end-of-Phase 2 meeting (“EOP2 Meeting”) with the U.S. Food and Drug Administration (the “FDA”), subject to the terms and conditions of the License Agreement, Dynavax has the right to elect, in its sole discretion, to assume responsibility for the continued development of the Vaccine Candidate. If Dynavax elects to assume responsibility for such continued development of the Vaccine Candidate, then Dynavax has agreed to pay Vaxart an additional fee of $50 million. If Dynavax does not elect to assume responsibility for such continued development of the Vaccine Candidate, then the License Agreement will terminate pursuant to its terms.

Subject to the terms and conditions of the License Agreement, if Dynavax elects to continue development of the Vaccine Candidate, then Vaxart may also be entitled to receive up to $195 million in regulatory milestone payments, up to $425 million in net sales milestone payments, and tiered royalties at rates in the low-to-mid teens on net sales of Vaxart platform-based oral vaccines for the Licensed Indications. The royalty payments are subject to reduction in the case of patent expiration, biosimilar competition and payments made under certain licenses for third-party intellectual property.

The foregoing description of the License Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the License Agreement, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Securities Purchase Agreement

In connection with the transactions contemplated by the License Agreement, the Company and Dynavax entered into a Securities Purchase Agreement (the “Purchase Agreement”). On the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to issue and sell to Dynavax, and Dynavax agreed to purchase from the Company 11,111,111 shares of the Common Stock at a price of $0.45 per share for the aggregate purchase price of approximately $5 million, pursuant to the shelf registration statement filed by the Company with the SEC on Form S-3, including the prospectus dated May 5, 2023, contained therein, and the prospectus supplement to be filed on or about November 5, 2025.


The closing of the transactions contemplated by the Purchase Agreement is expected to occur on or about November 6, 2025, subject to the satisfaction of certain customary closing conditions. The Purchase Agreement contains customary representations, warranties, covenants, and indemnification obligations of the Company. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Purchase Agreement, which will be filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

A copy of the legal opinion and consent of Thompson Hine LLP, counsel to the Company, is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 7.01.          Regulation FD Disclosure.

On November 5, 2025, the Company and Dynavax issued a press release announcing the License Agreement and the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

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.

Forward-Looking Statements

Statements contained or incorporated by reference in this Current Report on Form 8-K which relate to other than strictly historical facts, are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as “believe,” “continue,” “could,” “expect,” “will,” “may,” “potential” and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this Current Report on Form 8-K include statements regarding our investigational oral COVID-19 vaccine candidate and the collaboration between us and Dynavax for our oral vaccine program, including their potential benefits, timing and results of the Phase 2b clinical trial and EOP2 meeting with the FDA, and the subsequent and continued clinical development of the foregoing vaccine candidate, which involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that we make, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement, and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates, and/or launch dates, 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 our oral COVID-19 vaccine candidate, including the possibility that our product candidates may not be approved by the FDA or non-U.S. regulatory authorities and that, even if approved by the FDA or non-U.S. regulatory authorities, our COVID-19 vaccine candidate may not achieve broad market acceptance; whether our collaboration with Dynavax will be successful; whether Dynavax will elect to assume responsibility for continued clinical development of our oral COVID-19 vaccine program; and competitive developments.

A further description of risks and uncertainties can be found in Vaxart’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors,” as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.vaxart.com. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement. Vaxart does not assume any obligation to update any forward-looking statements, except as required by law.

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
5.1 Opinion of Thompson Hine, dated November 5, 2025.
23.1 Consent of Thompson Hine (included in Exhibit 5.1)
99.1 Press Release, dated November 5, 2025.
104 Cover Page Interactive Data File (embedded within the 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: November 5, 2025 VAXART, INC.
/s/ Steven Lo
Steven Lo
President and Chief Executive Officer

ex_883282.htm

Exhibit 5.1

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November 5, 2025

Vaxart, Inc.

170 Harbor Way, Suite 300

South San Francisco, CA 94080

Ladies and Gentlemen:

We have acted as counsel for Vaxart, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement, dated November 4, 2025 (the “Prospectus Supplement”), to a registration statement (File No. 333-270671) on Form S-3 (the “Registration Statement”), filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement relates to the sale of 11,111,111 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to that certain Securities Purchase Agreement, dated November 4, 2025 (the “Purchase Agreement”), by and between the Company and the purchaser signatory thereto. A copy of the Purchase Agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2025, and incorporated by reference into the Registration Statement. This opinion is being rendered in connection with the filing of the Prospectus Supplement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Certificate of Incorporation as amended and/or restated to date and as currently in effect (the “Certificate of Incorporation”), (ii) the Company’s Bylaws as amended and/or restated to date and as currently in effect (the “Bylaws”), (iii) the Registration Statement and the Prospectus Supplement, (iv) the Purchase Agreement, and (v) such corporate records, agreements, documents, and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, the authenticity of the originals of such latter documents, that all parties (other than the Company) had the requisite power and authority (corporate or otherwise) to execute, deliver, and perform such agreements or instruments, that all such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties, and that such agreements or instruments are valid, binding, and enforceable obligations of such parties. As to certain questions of fact material to this opinion letter, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms and conditions of the Purchase Agreement, will be validly issued, fully paid, and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including reported judicial decisions interpreting the General Corporation Law of the State of Delaware) (the “DGCL”) and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.

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November 5, 2025

Page 2

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K for incorporation by reference into the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,
/s/ Thompson Hine LLP
Thompson Hine LLP

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ex_883266.htm

Exhibit 99.1

Dynavax Enters Exclusive License Agreement for Vaxarts Novel Oral COVID-19 Vaccine Program

Collaboration positioned to leverage Vaxarts oral vaccine platform and Dynavaxs commercial experience to address the long-term need for easily administered COVID-19 vaccine options
Vaxart to continue leading and funding development through Phase 2b completion and End of Phase 2 meeting with FDA; Dynavax to receive exclusive, worldwide license and right to assume responsibility for continued clinical development and commercialization following Phase 2b clinical development
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Vaxart will receive a $25 million upfront payment and a $5 million equity investment from Dynavax, along with additional potential milestone-based payments and royalties contingent on Dynavax advancing the program post-Phase 2b data readout
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Emeryville and South San Francisco, CA. November 5, 2025. Dynavax Technologies Corporation (Nasdaq: DVAX), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, and Vaxart, Inc. (OTCQX: VXRT), a clinical-stage biotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform, today announced that they have entered into an exclusive, worldwide license and collaboration agreement for Vaxart’s investigational oral COVID-19 vaccine candidate.

Vaxart's investigational oral vaccine candidate has a novel mechanism of action and delivery method relative to commercially available COVID-19 vaccines. The oral delivery approach is believed to induce mucosal immunity at respiratory tract entry points, potentially reducing infection, transmission and severity of disease. The oral vaccine delivery format has the potential to significantly improve patient acceptance, simplify distribution without cold chain requirements, and expand the accessibility and public health impact of COVID-19 vaccination.

Under the terms of the agreement, Dynavax will pay Vaxart an upfront license fee of $25 million and make a $5 million equity investment in Vaxart and receive an exclusive, worldwide license to develop and commercialize oral COVID-19 vaccines based on Vaxart’s delivery platform. Vaxart will retain full operational and financial responsibility for the oral COVID-19 vaccine program through the completion of the ongoing Phase 2b clinical trial and the subsequent End of Phase 2 (EOP2) meeting with the U.S. Food and Drug Administration (FDA). After receiving the data from the Phase 2b clinical trial, Dynavax has the right – but not the obligation – to elect whether to assume future clinical development of Vaxart’s oral COVID-19 vaccine program. Dynavax has also agreed to make an additional payment to Vaxart should Dynavax elect to assume responsibility for the program, and also pay potential regulatory and commercial milestones payments and royalties on potential future net sales.

“This collaboration exemplifies our disciplined approach to external innovation and long-term value creation. COVID-19 continues to cause significant levels of severe illness, hospitalization, and death each year. Vaxart’s oral vaccine candidate represents what we believe is a differentiated and potentially transformative approach to improve protection, and reduce local and systemic adverse events with needle-free delivery,” said Ryan Spencer, Chief Executive Officer of Dynavax. “The agreement provides us with an exclusive license to a novel program while limiting our overall committed financial obligations. This gives Dynavax the opportunity to evaluate Phase 2b data before further committing to invest in late-stage development. This phased approach complements the strong growth trajectory of HEPLISAV-B and aligns with our commitment to building a diversified, sustainable vaccine portfolio.”

Vaxart’s oral COVID-19 vaccine program is based on its proprietary VAAST™ (Vector-Adjuvant-Antigen Standardized Technology) platform, designed to deliver vaccines in a room-temperature stable pill. Unlike traditional injectable vaccines, oral pill vaccines may offer a needle-free, easy-to-administer alternative that could improve vaccine access, compliance, and global distribution. Vaxart’s oral vaccine candidates are designed to generate broad and durable immune responses, including systemic, mucosal, and T cell responses, which may enhance protection against certain infectious diseases, such as COVID-19.


“We are excited to partner with Dynavax. This agreement provides a clear and well-funded path forward for our oral vaccine platform in COVID-19,” said Steven Lo, Chief Executive Officer of Vaxart. “Dynavax’s investment and late-stage expertise provide critical support for our technology. We are confident in our ability to complete the ongoing Phase 2b trial, and look forward to delivering a robust data package that could unlock the full potential of this collaboration and demonstrate the value of our oral vaccine platform.”

In the ongoing Phase 2b clinical program, Vaxart is conducting a randomized, double-blind, multi-center trial comparing its oral COVID-19 vaccine candidate against an FDA-approved mRNA COVID-19 injectable vaccine in adults previously immunized against COVID-19. The primary endpoint is the relative efficacy of Vaxart’s candidate compared to the mRNA comparator for the prevention of symptomatic disease, with the primary efficacy analysis to be performed once all participants have either discontinued or completed a 12-month post-vaccination visit. Over this 12-month follow-up period, the trial will also assess safety and tolerability and measure both systemic and mucosal immunogenicity. This Phase 2b trial has completed its enrollment of approximately 5,400 participants, and topline data results are expected in late 2026. This ongoing Phase 2b trial is funded under a contract between Vaxart and Advanced Technology International, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by BARDA (the U.S. Biomedical Advanced Research and Development Authority) as part of Project NextGen.

Under the terms of the license agreement:

Dynavax will pay Vaxart an upfront license fee of $25 million and make a $5 million equity investment in Vaxart at a per share price premium to market pursuant to the terms of a securities purchase agreement;
Dynavax will receive an exclusive, worldwide license to develop and commercialize oral COVID-19 vaccines based on Vaxart’s delivery platform. Vaxart will retain full operational and financial responsibility for the oral COVID-19 vaccine program through the completion of the ongoing Phase 2b clinical trial and the subsequent EOP2 meeting with the FDA;
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In addition, after receiving the results of the Phase 2b clinical trial, Dynavax will pay an additional fee of $50 million to Vaxart, unless Dynavax, in its sole discretion, elects not to assume responsibility for continued clinical development of the oral COVID-19 vaccine program (in which case, the license agreement will terminate); and
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In addition, if Dynavax elects to assume responsibility for the continued development of the oral COVID-19 program, Vaxart may be entitled to receive up to $195 million in potential future regulatory milestone payments, up to $425 million in potential future net sales milestone payments, and tiered royalties at rates in the low-to-mid teens on potential future net sales of oral COVID-19 vaccines.
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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.


Vaxart Note Regarding Forward-Looking Statements

This press release contains forward-looking statements about Vaxart’s investigational oral COVID-19 vaccine candidate and the collaboration between with Dynavax for Vaxart’s oral vaccine program, including their potential benefits, timing and results of the Phase 2b clinical trial and EOP2 meeting with the FDA, and the subsequent and continued clinical development of the foregoing vaccine candidate, which involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that we make, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement, and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates, and/or launch dates, 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 Vaxart’s oral COVID-19 vaccine candidate, including the possibility that Vaxart’s product candidates may not be approved by the FDA or non-U.S. regulatory authorities and that, even if approved by the FDA or non-U.S. regulatory authorities, Vaxart’s COVID-19 vaccine candidate may not achieve broad market acceptance; whether Vaxart’s collaboration with Dynavax will be successful; whether Dynavax will elect to assume responsibility for continued clinical development of Vaxart’s oral COVID-19 vaccine program; and competitive developments.

A further description of risks and uncertainties can be found in Vaxart’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors,” as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.vaxart.com. The information contained in this release is as of November 5, 2025. Vaxart does not assume any obligation to update any forward-looking statements, except as required by law.

About Dynavax

Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. Dynavax has two commercial products, HEPLISAV-B® vaccine [Hepatitis B Vaccine (Recombinant), Adjuvanted], which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about Dynavax’s marketed products and development pipeline, visit www.dynavax.com.

Dynavax 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, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as “believe,” “continue,” “could,” “expect,” “will,” “may,” “potential” and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding the clinical and commercial potential of Vaxart’s oral COVID-19 vaccine program, including benefits of the oral delivery approach, the expected timing of completion of Vaxart’s Phase 2b clinical trial and subsequent EOP2 meeting with FDA, expectations regarding the Phase 2b clinical trial results and the outcome of the EOP2 meeting, and potential benefits of Dynavax’s license to Vaxart’s oral COVID-19 vaccine program and Dynavax’s collaboration with Vaxart . Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent in Dynavax’s business, including risks related to the timing of completion and availability of results of the Phase 2b clinical trial, risks related to the timing and outcome of the FDA EOP2 meeting, risks related to obtaining and maintaining regulatory approvals, and risks related to Dynavax’s ability to realize potential benefits of the license and collaboration with Vaxart and Dynavax’s ability to demonstrate the value of Vaxart’s oral vaccine technology, as well as other risks detailed in the "Risk Factors" section of its Quarterly Report on Form 10-Q for the three months ended September 30, 2025 and periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in its other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and Dynavax undertakes no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax's website at www.dynavax.com is not incorporated by reference in its current periodic reports with the SEC.

Dynavax Media and Investor Relations:

Paul Cox

Dynavax

pcox@dynavax.com

510-665-0499

Vaxart Media and Investor Relations:

Matt Steinberg

FINN Partners

IR@vaxart.com

646-871-8481