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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): June 13, 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 June 13, 2025, Vaxart, Inc. (the “Company”) held the Company’s reconvened 2025 annual meeting of stockholders (the “Annual Meeting”), which had previously been adjourned on May 21, 2025 and June 2, 2025.
 
Proxies had been submitted by stockholders representing approximately 68.4% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company’s stockholders voted on four Proposals, each of which is described in more detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).
 
The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.
 
Proposal 1. Stockholders elected the six nominees for directors to serve until the Company’s 2026 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:
 
Director Name
  
Votes For
    
Votes Withheld
    
Broker Non-Votes
  
Kevin P. Finney
   58,114,948     55,142,578    
42,945,596
  
Michael J. Finney, Ph.D.
   54,978,926     58,278,600    
42,945,596
  
Elaine J. Heron, Ph.D.
   55,573,566     57,683,960    
42,945,596
  
Steven Lo
   56,055,217     57,202,309    
42,945,596
  
W. Mark Watson, C.P.A.
   63,462,794     49,794,732    
42,945,596
  
David Wheadon, M.D.
   46,476,774     66,780,752    
42,945,596
  
 
Proposal 2. Stockholders did not approve an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of issued shares of the Company’s common stock into a lesser number of shares by a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio to be set within this range by the board of directors of the Company in its sole discretion. The voting results were as follows:
 
Votes For
    
Votes Against
    
Abstentions
    
Broker Non-Votes
63,604,351     91,897,715    
701,056
    
-
 
Proposal 3. Stockholders ratified the selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
 
Votes For
    
Votes Against
    
Abstentions
    
Broker Non-Votes
110,142,249     37,989,683     8,071,190    
-
 
Proposal 4. Stockholders did not approve, on a non-binding, advisory basis, the 2024 compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:
 
Votes For
    
Votes Against
    
Abstentions
    
Broker Non-Votes
34,400,261
    
71,451,726
    
7,405,539
    
42,945,596
 
 
 
 
Item 7.01
Regulation FD Disclosure.
 
On June 13, 2025, the Company issued a press release announcing the preliminary voting results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
As discussed at the Annual Meeting, the Company currently has an “at the market” facility (the “ATM Facility”) in place and, as of the morning of June 13, 2025, the Company has not sold any amounts under the ATM Facility. The Company also is attending a conference during the week of June 16, 2025 at which it plans to meet with various companies for potential collaborations. There is no assurance that such meetings will results in any collaboration.
 
The Company has cancelled the special meeting of stockholders previously scheduled for June 30, 2025.
 
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 Exchange Act, 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.
 
Exhibit No.   
  
Description
99.1
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
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, such as statements about the Company’s plans and strategies, meetings, and potential collaborations 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 Current Report on 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 U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.
 
 
 
 
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: June 17, 2025
VAXART, INC.
  
       
 
By:
/s/ Steven Lo
  
   
Steven Lo
  
   
President and Chief Executive Officer
  
 
 
 
 

Exhibit 99.1

 

Vaxart Announces Preliminary Results of Annual Meeting of Stockholders

 

SOUTH SAN FRANCISCO, Calif., June 13, 2025 -- Vaxart, Inc. (Nasdaq: VXRT) (“Vaxart” or the “Company”), a clinical-stage biotechnology company developing a range of oral recombinant pill vaccines based on its proprietary delivery platform, today held its Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format. Preliminary results from the Annual Meeting indicate that two proposals were approved and two proposals were rejected by Vaxart stockholders.

 

Stockholders voted in favor of the following proposals in alignment with the Board of Directors’ recommendations:

 

 

●

Election of six director nominees to serve until the 2026 Annual Meeting of Stockholders
 

●

Ratification of WithumSmith+Brown, PC as Vaxart’s independent registered public accounting firm

 

Stockholders voted against the following proposals at the Annual Meeting:

 

 

●

An amendment to the Restated Certificate of Incorporation to effect a reverse stock split. The Company is evaluating its options as to next steps.
 

●

On an advisory basis, the compensation for the Company’s named executive officers as described in the proxy statement for the Annual Meeting, also known as “say-on-pay”

 

The final results are subject to verification by the inspector of elections.

 

The final results will be reported on a Current Report on Form 8-K to be filed by Vaxart with the U.S. Securities and Exchange Commission.

 

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.

 

 
Exhibit 99.1

 

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, voting results from the Annual Meeting, Vaxart’s plans, objectives, and expectations for business operations, funding, 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 any 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.

 

Contact

 

Vaxart Media and Investor Relations         

Matt Steinberg

FINN Partners

IR@vaxart.com

(646) 871-8481