Vaxart, Inc.

VAXART****, INC. AND SUBSIDIARIES**

NOTE1. Organization and Nature of Business

General

Vaxart Biosciences, Inc. was originally incorporated in California in* March2004,* under the name West Coast Biologicals, Inc. The Company changed its name to Vaxart, Inc. (“Private Vaxart”) in* July2007,* and reincorporated in the state of Delaware. In* February 2018,*Private Vaxart completed a business combination with Aviragen Therapeutics, Inc. (“Aviragen”), pursuant to which Aviragen merged with Private Vaxart, with Private Vaxart surviving as a wholly-owned subsidiary of Aviragen (the “Merger”). Pursuant to the terms of the Merger, Aviragen changed its name to Vaxart, Inc. (together with its subsidiaries, the “Company” or “Vaxart”) and Private Vaxart changed its name to Vaxart Biosciences, Inc.

In* March 2025,the Company entered into an At the Market Offering Agreement (the “March 2025ATM”) with Citizens JMP Securities, LLC (“Citizens”) and B. Riley Securities, Inc. (“B. Riley” and, together with Citizens, the “Managers”), pursuant to which the Company mayoffer and sell, from time to time through the Managers, shares of its common stock having an aggregate offering price of up to $50.0 million. The shares will be sold pursuant to an effective registration statement on Form S-3 (Registration StatementNo.* 333-270671) (the*“2023* Shelf Registration Statement”), as previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company filed a prospectus supplement, dated* March 21, 2025,with the SEC in connection with the offer and sale of the shares under the March 2025ATM. The Company will pay the Managers a placement fee of up to 3% of the gross sale price from each sale of shares under the March 2025ATM. During thenine* months ended* September 30, 2025*,382,700 shares were issued and sold under the* March 2025*ATM for gross proceeds of $0.2 million, which, after deducting sales commissions and expenses incurred to date, resulted in net proceeds of $0.1 million.

In* June**2024,* the Company entered into an underwriting agreement with Oppenheimer & Co. Inc., relating to the issuance and sale by the Company in an underwritten registered direct offering of 50,000,000 shares of the Company’s common stock, at a price of $0.80 per share. The gross proceeds to the Company from such offering were $40.0 million, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, the net proceeds were $37.5 million.

In* January**2024,* the Company entered into a securities purchase agreement (the*“2024* Securities Purchase Agreement”) with RA Capital Healthcare Fund, L.P. pursuant to which 15,384,615 shares of the Company's common stock were sold to RA Capital Healthcare Fund, L.P. at an offering price of $0.65 per share pursuant to the2023 Shelf Registration Statement. The gross proceeds from the2024 Securities Purchase Agreement were $10.0 million and, after deducting offering expenses, the net proceeds were $9.9 million.

The Company’s principal operations are based in South San Francisco, California, and it operates inone reportable segment, which is the discovery and development of oral recombinant protein vaccines, based on its proprietary oral vaccine platform.

NOTE2. Summary of Significant Accounting Policies

Basis of Presentation, Liquidity and Going Concern – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC assuming the Company will continue as a going concern.

The Company is a clinical-stage biotechnology company withno product sales. The Company’s primary source of financing is from the sale and issuance of common stock as well as funding from the Biomedical Advanced Research and Development Authority (“HHS BARDA”), a division of the Administration for Strategic Preparedness and Response (“ASPR”) within the United States (“U.S.”) Department of Health and Human Services. In the past, the Company has also financed its operations through the issuance of secured debt securities and preferred stock, proceeds from the exercise of warrants, and payments under collaboration and license agreements. As of* September 30, 2025*, the Company had cash, cash equivalents and short-term investments of $28.8 million. The Company’s cash, cash equivalents and investments arenot sufficient to fund the Company’s planned operations for a period of12 months from the date the unaudited condensed consolidated financial statements are issued.

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The Company will be dependent upon raising additional capital through placement of its common stock, notes or other securities, borrowings, or entering into a partnership with a strategic party in order to implement its business plan. There can beno assurance that the Company will be successful raising additional capital in order to continue as a going concern.

Based on management’s current plan, including updated assumptions around the continued execution under the2024 ATI-RRPV Contract, and considering events occurring after the balance-sheet date, the Company reassessed its liquidity and going-concern evaluation. On* November 4, 2025,the Company entered into (i) an Exclusive License and Collaboration Agreement (the “License Agreement”) and (ii) a Securities Purchase Agreement (the “Purchase Agreement”) with Dynavax Technologies Corporation (“Dynavax”). Under the License Agreement, the Company granted Dynavax an exclusive, worldwide license to develop and commercialize its investigational oral COVID-19 vaccine candidate. Dynavax agreed to pay the Company an up-front license fee of$25.0* million and, pursuant to the Purchase Agreement, to purchase*$5.0* million of the Company’s common stock at $0.45 per share. The Company received a total of approximately $30.0 million from these transactions. See Note12. Together with the Company’s updated operating plan and ongoing cost-management initiatives, these proceeds extend the Company’s cash runway into thesecond quarter of2027. Accordingly, management concluded that the conditions and events that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

These unaudited condensed consolidated financial statements donot include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The condensed consolidated balance sheet as of* December 31, 2024*, included in this document, was derived from audited financial statements, but doesnot include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in consolidated financial statements have been condensed or omitted pursuant to these rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes related thereto for the year ended* December 31, 2024*, included in the Company’s Annual Report on Form10-K filed with the SEC on* March 20, 2025 (the “Annual Report”). Unless noted below, there have beenno* material changes to the Company’s significant accounting policies described in Note2 to the condensed consolidated financial statements included in the Annual Report. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods arenot necessarily indicative of the results to be expected for the full year or any future periods.

Basis of Consolidation – The unaudited condensed consolidated financial statements include the financial statements of Vaxart, Inc. and its subsidiaries. All significant transactions and balances between Vaxart, Inc. and its subsidiaries have been eliminated in consolidation.

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the condensed consolidated financial statements and accompanying notes. Actual results and outcomes could differ from these estimates and assumptions.

Concentration of Credit Risk – Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, available-for-sale investments and accounts receivable. The Company places its cash, cash equivalents and available-for-sale investments at financial institutions that the Company believes are of high credit quality. The Company is exposed to credit risk in the event of default by the financial institutions holding the cash and cash equivalents to the extent such amounts are in excess of the federally insured limits. Losses incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in anyone corporate issuer or sector and establishing a minimum allowable credit rating.

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Revenue Recognition

Under firm fixed-price milestone contracts, the Company recognizes the firm fixed-price revenue as the milestones are substantially complete and the firm fixed-price for the milestone is earned (“firm fixed-price milestone”). Cash received in advance of the completion of a firm fixed-price milestone will be recorded as deferred revenue until the milestone has been substantially completed and earned.

Under cost reimbursable contracts, the Company recognizes revenue as allowable costs are incurred and the fixed fee is earned (“cost-plus-fixed-fee”). Reimbursable costs under the contract primarily include direct labor, subcontract costs, materials, equipment, travel, and approved overhead and indirect costs. Fixed fees under cost reimbursable contracts are earned in proportion to the allowable costs incurred in performance of the work relative to total estimated contract costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed, as detailed in Note5.

Payments to the Company under cost reimbursable contracts are provisional payments subject to adjustment upon annual audit by the government. The Company believes that revenue for periodsnot yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings* may*be adjusted accordingly in the period that the adjustment is known.

Recent Accounting Pronouncements

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*, which enhances the annual income tax disclosures for the effective tax rate reconciliation and income taxes paid. ASU2023-09 is effective for annual reporting periods beginning after* December 15, 2024,with early adoption permitted. The Company is currently assessing the impact ASU2023*-09 will have on the consolidated financial statement disclosures.

In* November 2024,the FASB issued ASU2024*-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses*, which requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption. ASU2024-03 is effective for annual reporting periods beginning after* December 15, 2026,and interim reporting periods beginning after December 15, 2027,with early adoption permitted. The Company is currently assessing the impact ASU2024*-03 will have on the consolidated financial statement disclosures.

In* July 2025,the FASB issued ASU2025*-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, introducing a practical expedient and an accounting policy election for certain entities in estimating expected credit losses for current accounts receivable and current contract assets arising from transactions within the scope of ASC606, Revenue from Contracts with Customers. Under the practical expedient, entities* mayassume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing forecasts. ASU2025*-05 is effective for the Company beginning in thefirst quarter of2026, with early adoption permitted, and should be applied prospectively. The Company is currently assessing the impact of the new guidance on its consolidated financial statement disclosures; however,no material effect is expected based on the current nature of the Company’s receivables and contract assets.

NOTE*3***.Fair Value of Financial Instruments **

Fair value accounting is applied for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis (at least annually). Financial instruments include cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities that approximate fair value due to their relatively short maturities.

Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance also establishes athree-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.

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Thethree-level hierarchy for the inputs to valuation techniques is briefly summarized as follows:

Level1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that arenot active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little orno market data.

The following table sets forth the fair value of the Company’s financial assets that are measured on a recurring basis as of* September 30, 2025* and* December 31, 2024* (in thousands):

The Company heldno financial liabilities measured on a recurring basis as of* September 30, 2025* or* December 31, 2024*.

NOTE*4***.**Balance Sheet Components

Cash, cash equivalents and investments consisted of the following (in thousands):

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As of* September 30, 2025* and* December 31, 2024*, all investments were available-for-sale debt securities with remaining maturities of12 months or less. As of* September 30, 2025* and* December 31, 2024*, the Company held 9 and 5 securities, respectively, in an unrealized loss position for12 months or less. Interest receivable as of* September 30, 2025* and* December 31, 2024*, was $0.1 million and $0.2 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheets.

At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are due to credit-related factors. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Factors considered when evaluating available-for-sale investments for impairment include the severity of the impairment, changes in underlying credit ratings, the financial condition of the issuer, the probability that the scheduled cash payments will continue to be made and the Company’s intent and ability to hold the investment until recovery of the amortized cost basis. The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs.

As of* September 30, 2025* and* December**31,* 2024, there wereno material declines in the market value of the Company’s available-for-sale investments due to credit-related factors. The Company doesnot intend to sell the investments, and it isnot more likely thannot that the Company will be required to sell the investments before recovery of their amortized cost basis. As of* September 30, 2025* and* December 31, 2024,no allowance for credit losses was recorded and the Company didnot* recognize any impairment losses related to investments.

As of * September 30, 2025*, accounts receivable consists of $42.7 million government contract receivable from2024 ATI-RRPV Contract. As of* December 31, 2024*, accounts receivable balance of $5.7 million consisted of $2.7 million of government contract receivables from HHS BARDA and $3.0 million royalty receivable. See Note5.

The Company has providedno allowance for credit losses as of* September 30, 2025* and* December 31, 2024* based on historical collection experience, customer credit worthiness, the age of accounts receivable balances, regulatory changes and current economic conditions and trends that* may*affect a customer’s ability to pay.

Unbilled receivable, which was earned andnot yet billed, consists of government contracts from HHS BARDA of $43.2 million and $6.2 million as of* September 30, 2025* and* December 31, 2024*, respectively, as detailed in Note5.

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Prepaid expenses and other current assets consist of the following (in thousands):

As of* September 30, 2025* there was a significant concentration byone contract research organization (“CRO”), which represented 24% of the Company’s total prepaid expenses balance. As of* December 31, 2024*, there was a significant concentration byone CRO, which represented 28% of the Company’s total prepaid expenses balance.

Property and equipment, net consists of the following (in thousands):

Depreciation expense was $0.9 million and $1.0 million for thethree months ended* September 30, 2025* and2024, respectively, and $2.7 million and $2.8 million, respectively, for thenine months ended* September 30, 2025and2024*. There wereno impairments of the Company’s property and equipment recorded in thethree andnine months ended* September 30, 2025and2024*.

Prepaid clinical services, long-term was $60.1 million as of* September 30, 2025* and* December 31, 2024*. The long-term prepaid clinical services represent amounts the Company has paid to a single CRO that will be utilized beyondone year.

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Right-of-use assets, net comprises facilities of $17.1 million and $20.4 million as of* September 30, 2025* and* December 31, 2024*, respectively.

Intangible assets are comprised of developed technology and intellectual property. Intangible assets are carried at cost less accumulated amortization. As of* September 30, 2025*, developed technology and intellectual property had remaining lives of 4.1 years and 2.3 years, respectively. As of* September 30, 2025*, there have beenno indicators of impairment.

Intangible assets consist of the following (in thousands):

Intangible asset amortization expense was $0.1 million for each of thethree months ended* September 30, 2025* and2024, and $0.5 million for each of thenine months ended* September 30, 2025and2024*.

As of* September 30, 2025*, the estimated future amortization expense by year is as follows (in thousands):

Goodwill, which represents the excess of the purchase price over the fair value of assets acquired, was $4.5 million as of* September 30, 2025* and* December 31, 2024*. As of* September 30, 2025*, there have beenno indicators of impairment.

Accounts payable were $53.1 million and $7.0 million as of* September 30, 2025* and* December 31, 2024*, respectively. As of* September 30, 2025*, there was a significant concentration byone CRO, which represented 86% of the Company’s total accounts payable balance. As of* December 31, 2024*, there was a significant concentration byone CRO, which represented 67% of the Company’s total accounts payable balance.

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Deferred government revenue represents amounts received from HHS BARDA contracts where the earnings process isnot yet complete. The Company will recognize deferred government revenue once the earnings process is complete, in accordance with its revenue recognition policies.

The following table represents the Company’s deferred government revenue during thenine months ended* September 30, 2025* (in thousands):

The Company recognized $0.7 million andzero revenue during thethree months ended* September 30, 2025and2024*, respectively, and $0.8 million andzero revenue during thenine months ended* September 30, 2025and2024*, respectively. Amounts collected or invoiced during thenine months ended* September 30, 2025*, primarily relate to amounts received on the2024 ATI-RRPV Contract (as defined in Note5), but for which revenue cannot yet be recognized due to contractual milestonesnot being achieved.

Other accrued current liabilities consist of the following (in thousands):

As of* September 30, 2025* and* December 31, 2024*, there was a significant concentration byone CRO, which represented 80% and 42% of the Company’s total other accrued liabilities balances, respectively.

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