Vaxart, Inc.
For the period ended Sep 5, 2025. Filed Aug 6, 2025.
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Sep 5, 2025 · Filed Aug 6, 2025
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DEF 14A 1 vxrt20250805_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
VAXART, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
VAXART, INC.
170 Harbor Way, Suite 300
South San Francisco, California 94080
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on September 5, 2025
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Vaxart, Inc., a Delaware corporation. The meeting will be held in a virtual-only format via live webcast on September 5, 2025, at 8:30 a.m. Pacific Time through live webcast of the meeting, which you can access by visiting http:// www.virtualshareholdermeeting.com/VXRT2025SM and entering the 16‐digit control number included in your proxy materials, on your proxy card or in the instructions that accompanied your proxy materials for the following purpose:
| 1. | To adopt and approve (i) an amendment to our 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-20, with the exact ratio to be set within this range by the board of directors of the Company in its sole discretion, in the form attached as Annex A to this proxy statement, and (ii) if and when the reverse stock split is effected, to decrease the number of authorized shares of common stock of the Company in a proportion equal to that of the associated reverse stock split. |
This item of business is more fully described in the Proxy Statement accompanying this notice.
The record date for the Special Meeting is July 29, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Michael J. Finney
Michael J. Finney, Ph.D.
Chair of the Board
South San Francisco, California
August 6, 2025
We have elected to utilize the“full set delivery”** option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. Our proxy materials for the Special Meeting are being mailed to our stockholders on or about August 8, 2025. The proxy statement and proxy card will also be available to our stockholders at http://www.proxyvote.com on that same date.**
Whether or not you expect to attend the meeting electronically, please submit a proxy or voting instructions for your shares promptly using the directions in your proxy materials or on your proxy card, or, if you elected to receive printed proxy materials by mail, your proxy card, by one of the following methods: (1) over the internet at http://www.proxyvote.com, including by scanning the QR code provided in your proxy materials or proxy card with your mobile device, (2) by telephone by calling the toll-free number (800) 690-6903, or (3) by marking, dating, and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote if you attend the meeting electronically. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.