Vaxart, Inc.
For the period ended Aug 20, 2025. Filed Aug 21, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Aug 20, 2025 · Filed Aug 21, 2025
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Contents
EX-99.1 · Ray Stapleton
Ray Stapleton
Yeah, thanks, Sean. One of the items that's typically not top of mind for most people is manufacturing readiness, and that's because this typically occurs in the background while critical clinical trials are being executed. In reality, other than the inquiries on those clinical trials, this is one of the top questions we receive from these potential partners.
In general, people want to know if we have a scalable manufacturing process that's reliable, robust and generates enough output to be commercially viable. The good news is that we're ready for these questions. Vaxart has been committed to ensuring our manufacturing readiness over the past few years, and we're very fortunate to have all of our clinical manufacturing development capabilities located in our facilities in the United States. These capabilities were on full display last year when we were able to use them to quickly pivot our COVID vaccine candidate from XBB to KP.2 in order to keep Project NextGen program running along.
Okay. Thanks, Ray. Next question is from several investors. COVID therapies were developed quickly during Operation Warp Speed. So what's taking you so long? And let's see. James, could you take that question?
Sure. Why don't I take the first part, and maybe Sean can comment. So Operation Warp Speed, it occurred during a pandemic. Now COVID is endemic. It's a little more common. So there's already approved products on the market. This is reducing the need for any type of emergency use authorization, etc. Sean, do you want to talk about where we are in development?
Yeah. I mean, I think from the standpoint of because we are able to do this at what I would say a more manageable non-pandemic pace, we are able to do -- spend a lot of time in improving our constructs. And again, Ray talked about all the things we've done in terms of improving manufacturing, which is really important. And again, the key thing from our standpoint is all this effort and extra time, we've been able to show the differentiation and how well our candidates do and make it more attractive and commercially viable.
Okay, thank you. Next question, another question from Diane H. - why can't you expedite your bird flu trial?
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Yeah, I'll take this. Again, from our standpoint, we're excited about the data. We're very bullish about our avian flu program. We think it'd be very successful. But similar to other programs, we are definitely exploring different avenues to fund this going forward. We know that there have been several government initiatives looking at ways to protect against the indication. Given that many of the mRNA approaches have been canceled, there actually might be more money available for novel platforms - unclear, but maybe there is.
Right now, one of the other issues is there's not a commercial market for avian flu vaccine. We do think that our best opportunity to advance this program is to partner with governments and make sure that we have support going forward.
Thank you, Sean. The next question is from John M. Relative to standard option and shares of stock delivered to executives during the annual meeting, why was there a change of vesting to less than one year to be available for voting next annual meeting as compared to the usual four-year period? When did this change, or is there a reason relative to future voting or the reverse split? Why the acceleration?
So this is Ed. I'll answer this. We have not changed our vesting schedule. All equity that has been awarded, has been awarded on the same vesting schedule. So I'm not sure if that just was a misreading of some of our documents. But I can assure you that our vesting schedule has been in place at least since I arrived at the company three and a half years ago, and will continue to be so.
The other thing to say is that we try as hard as possible to award on a regular basis - in other words, yearly at about the same time, and we need to make awards when the people making the decision about awards are not in possession of material nonpublic information. And that's what we do to protect shareholders and the company from inappropriate activities with regard to our equity.
Thanks, Ed. Next question is from Zedran [sp] J. Why are you selling/offering shares to companies that sell those millions of shares shortly after buying, affecting share price negatively? Why not sell shares on open market, retail shareholders hold shares for a long period and help keeping price at a higher level?
Yeah, I can go ahead and take that. So when we do offerings, certainly, since I've been here, we are looking for those investors who are in it for the long haul. So that is one of the criteria. And so we certainly have attempted to do that. In terms of selling shares in the open market, we have also done that with an ATM, and there has been times where we've done that.
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But I think the other thing, as Jeroen had mentioned, that we are investigating is how do we involve current shareholders in future offerings. I'm not sure, Jeroen, if you want to add any more color in terms of what we're researching in that regard.
Yeah. No, clearly. So the type of transactions that I think are being referred to here are probably more like registered direct offerings and things where we go out to a limited set of parties for an offering.
So I think the things that we're looking at, clearly more public offerings like I think Ed talked about previously, as well, sort of like a rights offering and things like that. So that would allow participation of current shareholders in the offering and make sure that both the terms are very competitive and equal for everyone, and again, allow you as a current holder to prevent any dilution of your stake in the company.
Okay, thank you. Let's see, next question - if the reverse split fails, does Vaxart intend to make another attempt at a reverse split, or would management primarily focus on execution, advancing partnerships and achieving key milestones while continuing to trade on the OTC? I think you mentioned this already, but what are your fundraising options if shareholders vote against the RS proposal?
So regardless of what happens -- in fact, we've been doing this, right? We are very focused on the execution of all of our important programs, including trying to find partnerships as well as making sure that our COVID study continues to proceed. As James mentioned, right, we were really happy when we received the second stop work order that we worked so hard and fast to get to 5,000 subjects. And so hopefully, that's evidence of just how hard we are working to get to important inflection points.
If I can just add, I guess, yeah, I think it's -- clearly, our execution focus will not fade in the light of all this. But, yeah, trading on OTC, it just makes it harder for us to raise funding and makes it more expensive for all of us to raise funding. We understand that nondilutive options are highly preferred, and that's why we're so focused on industry partnerships. We're working hard on government grants at all times.
We're even looking into things like venture debt as nondilutive options, but we have to look at equity financing to allow us to move the programs forward. And, yeah, being on OTC just makes that really difficult and really expensive for all of us.
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Okay. Thank you. Next, and I think probably the last question is from Michael P. Can you talk about when do you think the peer-reviewed piece will come out? And he's referring to Sean's results in the avian flu study with ferrets.
Yeah, that's a good question. I mean, again, one of the key things is, one, we have to finish all the reports and data. And then at that point, you submit your paper. And again, sometimes, the journals react very quickly, and sometimes, they don't, and you don't have much control of it. So I'd like to say that we would try to submit this year, but I can't promise that 100% either.
Okay. Thank you, Sean. And that's all the time we have for questions. So at this time, I'll hand the floor back over to Steve for any closing remarks. Steve?
Thanks, David. And let me just say thanks to all of our stockholders for your questions today. We hope that you found today's fireside chat helpful, informative, but also genuine. We really don't have a hidden agenda here. We want to create stockholder value no matter what stockholder you are, right? As fellow stockholders, we are in this together. When the company succeeds, we all benefit, especially those we help with our science.
So as a quick reminder, our Special Meeting of Stockholders to vote on the reverse split will be held on Friday, September 5, at 8:30 a.m. Pacific Time. Please review the instructions carefully on your proxy to ensure that your vote is counted. Every vote matters, and we strongly urge you to vote for the reverse stock split proposal. If you have not done so yet, please submit a proxy or voting instructions to vote your shares by 11:59 p.m. Eastern Time on September 4, 2025 in order to ensure that it's counted. Stockholders who wish to change their vote can do so before the final vote at the stockholder meeting.
We also know that many of you have likely seen a lot of speculation and incorrect information in online forums or on social media. I really urge you to rely on the facts that we provided and also the recommendations outlined in reports by independent firms like ISS and Glass Lewis, who make comments on Fortune 500 companies as well as companies like us.
Before we end the meeting, I'd like to just turn it over to our founder, Sean, for his closing remarks.
Thanks, Steve, and I really appreciate your diligence and dedication. And I'm really grateful for the support of the stockholders in helping us develop what could be the holy grail of vaccine platforms. The dream of mine is that we could develop a vaccine that could come to your house rather than having to go wait in line. And I do believe that our old vaccine platform could do this.
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The science has dramatically improved in the time I've been invested in this dream, but there are still steps left for us to do before we get regulatory approval. I'm a competitive guy and why I believe we are ahead of other mucosal vaccine platforms, we at least need to be on equal footing. Being on NASDAQ helps us compete rather than being at a competitive disadvantage. And I encourage the stockholders to vote -- help us and vote yes on the reverse stock split proposal.
Thanks, Sean. It continues to be a pleasure working side-by-side with you, and we look forward to the future here. Operator, you may close the call.
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