false 0000072444 0000072444 2025-07-08 2025-07-08
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): July 8, 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 (1)
  
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. ☐
 
 
(1) Vaxart, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) of its determination to delist the Company’s common stock as a result of the Company’s ongoing failure to comply with the minimum bid price requirement (the “Minimum Bid Price Requirement”) for continued listing under Nasdaq Listing Rule 5550(a)(2) on The Nasdaq Capital Market. Accordingly, trading in the Company’s common stock on Nasdaq was suspended at the open of trading on July 8, 2025. Since July 8, 2025, the Company’s common stock has traded on the OTCQX Best Market of the OTC Markets Group under the trading symbol “VXRT”. The Company appealed Nasdaq’s delisting determination on July 3, 2025 and its common stock remains suspended on Nasdaq during such appeal.
 
 
 
 
Item 8.01
Other Events.
 
On July 8, 2025, Vaxart, Inc. (the “Company”) issued a press release announcing that the Company’s common stock has been approved to trade on the OTCQX® Best Market. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and, other than the quote by Mr. Steven Lo, is incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
  
Description
     
99.1
  
     
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: July 8, 2025
  
VAXART, INC.
     
 
By:
/s/ Steven Lo
   
Steven Lo
   
Chief Executive Officer
 
 
 

Exhibit 99.1

 

Vaxart Announces Trading on OTCQX Best Market

 

SOUTH SAN FRANCISCO, Calif., July 8, 2025 — Vaxart, Inc. (OTCQX: 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 announced its common stock has been approved to trade on the OTCQX® Best Market. The Company’s shares will commence trading at the open of the market on July 8, 2025, under its existing ticker symbol “VXRT.” Shareholders will not need to take any action. The OTCQX Market, being the highest tier of OTC Markets Group, enables Vaxart to provide the greatest transparency, visibility, and accessibility to investors available in the OTC Markets.

 

In addition, after receiving a delisting notice from Nasdaq, Vaxart has requested a hearing before a Nasdaq Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d), Vaxart’s common stock remains suspended pending a decision from the Nasdaq Hearings Panel.

 

“We are considering all options regarding our stock listing, keeping our shareholders best interests in mind. At the same time, our focus will remain on strengthening Vaxart by advancing the development of our proprietary oral pill vaccines, which are engineered to address infectious diseases,” said Steven Lo, Chief Executive Officer of Vaxart.

 

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.

 

Forward-Looking Statements

Statements contained or incorporated by reference in this press release 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 press release. 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, consequences of the Delisting Notice, results of the Company’s appeal to the Hearings Panel, the Company’s ability to regain compliance with the Minimum Bid Price Requirement, 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.

 

Contact

 

Vaxart Media and Investor Relations: 

Matt Steinberg

FINN Partners

IR@vaxart.com

(646) 871-8481