Vaxart, Inc.

NOTE4. Balance Sheet Components

(a)*** ***Cash, Cash Equivalents, and Short-Term Investments

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

As of* December 31, 2025and2024*, all investments were available-for-sale debt securities with remaining maturities of12 months or less. As of* December 31, 2025and2024*, the Company held 4 and 5 securities, respectively, in an unrealized loss position for12 months or less. Interest receivable as of* December 31, 2025and2024*, was $0.2 million and $0.2 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the 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* December 31, 2025and2024*, 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* December 31, 2025and2024*, no allowance for credit losses was recorded and the Company didnot recognize any impairment losses related to investments.

(b)*** ***Accounts Receivable

As of* December 31, 2025* accounts receivable of $14.6 million consisted of $14.2 million of government contract receivable from2024 ATI-RRPV Contract and $0.3 million of royalty receivable. 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* December 31, 2025* and2024 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.

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(c)*** ***Unbilled Receivable from Government Contracts

Unbilled receivable, which was earned andnot yet billed, consists of government contracts from HHS BARDA of $36.8 million and $6.2 million as of* December 31, 2025and2024*, respectively, as detailed in Note5.

(d)*** ***Prepaid Expenses and Other Current Assets

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

As of* December 31, 2025*, there was a significant concentration byone contract research organization (“CRO”), which represented 90% 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.

(e)*** ***Property and Equipment, Net

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

Depreciation expense was $3.5 million, and $3.7 million for the years ended* December 31, 2025and2024*, respectively. There wereno impairments of the Company’s property and equipment recorded for the years ended* December 31, 2025and2024*.

(f)*** ***Prepaid Clinical Services, Long-Term

Prepaid clinical services, long-term were $25.2 million and $60.1 million for the years ended* December 31, 2025and2024*, respectively. The long-term prepaid clinical services represent amounts the Company has paid to a single CRO as a vendor deposit that will be utilized in more thanone year.

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(g)*** Right-of-Use****** Assets, Net***

Right-of-use assets, net comprises facilities of $11.4 million and $20.4 million as of* December 31, 2025and2024*, respectively.

(h)*** ***Intangible Assets, Net

Intangible assets are comprised of developed technology and intellectual property. Intangible assets are carried at cost less accumulated amortization. As of* December 31, 2025*, developed technology and intellectual property had remaining lives of 3.9 years and 2.0 years, respectively. In each of the years ended* December 31, 2025and2024*, there have beenno indicators of impairment.

Intangible assets consist of the following (in thousands):

Intangible asset amortization expense was $0.7 million for each of the years ended* December 31, 2025and2024*.

As of* December 31, 2025*, the estimated future amortization expense by year is as follows (in thousands):

(i)*** Goodwill***

Goodwill, which represents the excess of the purchase price over the fair value of assets acquired, was $4.5 million as of* December 31, 2025and2024*. As of* December 31, 2025and2024*, there have beenno indicators of impairment.

(j)*** Accounts Payable***

Accounts payable were $21.5 million and $7.0 million as of* December 31, 2025and2024*, respectively. As of* December 31, 2025*, there was a significant concentration byone CRO andone analytical testing vendor, which represented 94% 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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(k) Deferred Government Revenue

Deferred government revenue represents amounts received from HHS BARDA contracts, consisting of the2024 ASPR-BARDA Contract (as defined in Note5) and the2024 ATI-RRPV Contract (as defined in Note5) 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 (in thousands):

Amounts collected or invoiced during the year ended* December 31, 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.

(l)*** Deferred Collaboration Revenue***

Deferred collaboration revenue represents amounts received from the2025 License and Collaboration Agreement with Dynavax, entered into in* November 2025 (as defined in Note5*), where the earnings process isnot yet complete. The Company will recognize deferred collaboration revenue once the earnings process is complete, in accordance with its revenue recognition policies.

The following table represents the Company's deferred collaboration revenue (in thousands):

***(m)***Other Accrued Liabilities

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

As of* December 31, 2025and2024*, there was a significant concentration byone CRO, which represented 79% and 42% of the Company’s total other accrued liabilities balances, respectively.

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NOTE5. Revenue

Royalty Revenue Related to Sale of Future Royalties

The Company generates royalty revenue from the sale of Inavir in Japan, pursuant to a collaboration and license agreement that Aviragen entered into with Daiichi Sankyo Company, Limited (“Daiichi Sankyo”) in2009. In* September 2010,laninamivir octanoate was approved for sale by the Japanese Ministry of Health and Welfare for the treatment of influenza in adults and children, which Daiichi Sankyo markets as Inavir. Under the agreement, the Company currently receives a 4% royalty on net sales of Inavir in Japan. Based on information provided by Daiichi Sankyo, the Company believes the expiration of the last patent related to Inavir is in August 2036,at which time royalty revenue will cease. The Company’s royalty revenue is seasonal, in line with the flu season, so the majority of the Company’s royalty revenue and non-cash royalty revenue related to the sale of future royalties are earned in thefirst* andfourth fiscal quarters. The royalty revenue related to Inavir recognized for the years ended* December 31, 2025and2024*, was zero. The Company recognized non-cash royalty revenue related to the sale of future royalties of $1.9 million and $3.8 million for the years ended* December 31, 2025and2024*, respectively. Both royalty revenue and the non-cash royalty revenue related to the sale of future royalties are subject to a 5% withholding tax in Japan, for which $0.1 million and $0.2 million was included in income tax expense for the years ended* December 31, 2025and2024*, respectively, further detailed in Note6.

The Company recognized revenue from government contracts with HHS BARDA of $224.5 million and $24.9 million for the years ended* December 31, 2025and2024*, respectively, consisting of revenue from the2024 ASPR-BARDA Contract (as defined below) and the2024 ATI-RRPV Contract (as defined below) described in more detail below. Unbilled receivable from government contracts consists of government revenue from HHS BARDA, which was earned andnot yet billed. As of* December 31, 2025and2024*, the amount of unbilled receivable was $36.8 million and $6.2 million, respectively, and deferred revenue was $0.1 million and $65.4 million, respectively.

2024 ATI-RRPV Contract

In* June 2024,the Company entered into an agreement (as modified or amended from time to time, the“2024* ATI-RRPV Contract”) with Advanced Technology International, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA, which was modified in thesecond half of2024 to increase funding and provide for the manufacturing of a vaccine candidate targeting theKP.2 strain and acquire an approved mRNA vaccine targeting theKP.2 strain. Pursuant to the2024 ATI-RRPV Contract, the Company* mayreceive funding of up to $460.7 million to conduct a Phase2b* comparative study evaluating the Company’s oral pill COVID-19 vaccine candidate against an mRNA vaccine comparator approved by the U.S. Food and Drug Administration (“FDA”). As of* December 31, 2025,the2024* ATI-RRPV Contract made available an aggregate amount of authorized milestones up to $316.1 million. Pursuant to ModificationNo. 6 to the2024 ATI-RRPV Contract, dated* March 10, 2026,the total amount of funding available for payment under the2024* ATI-RRPV Contract is approximately $316.0 million (see Note15) including $67.9 million of firm fixed price amounts and the remaining amount for reimbursement of costs incurred in trial preparation and execution activities. The2024 ATI-RRPV Contract further contemplates additional funding up to $144.7 million if the Company and HHS BARDA decide to continue with the Phase2b comparative study. The Company anticipates a further modification to the2024 ATI-RRPV Contract that will reflect the reduced scope of work and corresponding reduction in funding that resulted from previously issued stop work orders.

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The Company accounts for the2024 ATI-RRPV Contract under ASC958-605 and recognizes revenue as the firm fixed-price milestone is earned and allowable cost-plus-fixed-fees are incurred. Reimbursable costs under the2024 ATI-RRPV Contract primarily include direct labor, subcontract costs, materials, travel, and approved overhead and indirect costs. The2024 ATI-RRPV Contract contains terms and conditions that are customary for contracts with HHS BARDA of this nature, including the U.S. government having the right to terminate the contract for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work. Revenue from government contracts recognized on the2024 ATI-RRPV Contract was $223.9 million, comprising of a cost-plus-fixed-fee of $158.4 million and a firm fixed-price milestone of $65.5 million, for the year ended* December 31, 2025*, based on costs incurred and the achievement of firm fixed-price milestones under the2024 ATI-RRPV Contract. Revenue from government contracts recognized on the2024 ATI-RRPV Contract was $16.2 million for the year ended* December 31, 2024,based on costs incurred and the achievement of firm fixed-price milestones under the2024* ATI-RRPV Contract. Deferred government revenue represents amounts that have been received from HHS BARDA and the earnings process isnot yet complete. Deferred government revenue in current liabilities was $0.1 million and $64.8 million as of* December 31, 2025and2024*, respectively. The remaining deferred government revenue will be recognized as revenue once the earnings process is complete.

The Company believes that if the2024 ATI-RRPV Contract were to be terminated prior to completion of the Phase2b comparative study, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. Cost reimbursement payments to the Company are provisional payments subject to adjustment upon annual audit by the government. The Company believes that revenue for periodsnot yet audited will be 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 becomes known.

2024 ASPR-BARDA Contract

In* January 2024,the Company was awarded a contract (as amended, the“2024* ASPR-BARDA Contract”) by HHS BARDA with a base and all options value of $9.3 million. Under the2024 ASPR-BARDA Contract, the Company received an award to support clinical trial planning activities for a Phase2b clinical trial that would compare the Company’s XBB vaccine candidate to an mRNA comparator to evaluate efficacy for symptomatic and asymptomatic disease, systemic and mucosal immune induction, and adverse events. The2024 ASPR-BARDA Contract originally had a period of performance term that was set to expire in* July 2024,but the Company entered into an amendment in July 2024that extended the period of performance expiration date into October 2024.The Company accounts for the2024* ASPR-BARDA Contract under Accounting Standards Codification958-605 and recognizes revenue as donor-imposed conditions are met. Revenue from government contracts recognized on the2024 ASPR-BARDA Contract was $0.6 million and $8.7 million for the years ended* December 31, 2025and2024*, respectively, based on the achievement of certain milestones under the2024 ASPR-BARDA Contract. Deferred government revenue represents amounts that have been received from HHS BARDA and the earnings process isnot yet complete. Deferred government revenue in current liabilities waszero and $0.6 million as of* December 31, 2025and2024*, respectively.

Revenue from Dynavax License and Collaboration Agreement

On* November 4, 2025,the Company entered into the2025* License and Collaboration Agreement with Dynavax relating to the Company’s investigational oral vaccine candidate for COVID-19 based on its proprietary oral delivery platform (the “Vaccine Candidate”). Pursuant to the License Agreement, the Company granted Dynavax an exclusive, worldwide license to develop and commercialize the Company’s oral pill Vaccine Candidate for SARS-CoV-2, SARS coronavirus, or MERS coronavirus, including COVID-19 and all variants thereof. Under the terms of the2025 License and Collaboration Agreement, Dynavax paid the Company an upfront license fee of $25.0 million and purchased $5.0 million of the Company’s common stock pursuant to the2025 Securities Purchase Agreement. The2025 License and Collaboration Agreement includes the Company continue to develop the Vaccine Candidate by conducting and completing its ongoing Phase2b clinical trial and delivering the end-of-Phase2 data package, performing its obligations under the2024 ATI-RRPV agreement and conducting additional development and manufacturing activities related to the Vaccine Candidate.

Following the completion of the Company’s ongoing Phase2b clinical trial and a planned end-of-Phase2 meeting with the FDA, per the2025 License and Collaboration Agreement, Dynavax has the right to elect, in its sole discretion, to assume responsibility for the continued development of the Vaccine Candidate. If Dynavax elects to assume responsibility for such continued development of the Vaccine Candidate, then Dynavax has agreed to pay the Company an additional fee of $50.0 million. If Dynavax doesnot elect to assume responsibility for such continued development of the Vaccine Candidate, then the2025 License and Collaboration Agreement will terminate pursuant to its terms.

The Company determined that the2025 License and Collaboration Agreement represented a contract with a customer and should be accounted for in accordance with ASC606. The Company identifiedtwo performance obligations, (i) the exclusive license, together with the related transfer and manufacturing technology transfer (the “License Performance Obligation”), and (ii) the development program activities through delivery of theEOP2 Data Package, including participation in joint governance committees (the “Development Performance Obligation”).

The Company identified $25.8 million of total transaction price at inception, consisting of a non-refundable upfront payment of $25.0 million and the premium of approximately $0.8 million associated with Dynavax’s concurrent $5.0 million equity investment in the Company, which represented consideration in excess of the fair value of the common stock issued. The fixed consideration of $25.8 million was allocated to thetwo performance obligations on a relative standalone selling price basis. Revenue allocated to the License Performance Obligation was recognized at a point in time in thefourth quarter of2025 upon completion of the technology transfer, when Dynavax obtained the right to use and benefit from the licensed intellectual property. Revenue allocated to the Development Performance Obligation is recognized over time using an input method based on costs incurred relative to total estimated costs to complete the development program.

The2025 License and Collaboration Agreement also includes potential additional consideration in the form of evaluation fees, a $50.0 million election payment, regulatory and commercial milestone payments, and royalties on future product sales. Such amounts represent variable consideration and are included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized willnot occur. Sales-based milestones and royalties will be recognized as revenue when the underlying sales occur in accordance with the sales- or usage-based royalty exception in ASC606.

For the year ended* December 31, 2025*, the Company recognized revenue of $10.8 million from the2025 License and Collaboration Agreement, which consisted of license revenue of $8.7 million and collaboration revenue was $2.1 million. As of* December 31, 2025*, the amount of deferred collaboration revenue was $15.0 million, of which $13.0 million was classified as current and $2.0 million as non-current. The remaining deferred collaboration revenue will be recognized as revenue once the earnings process is complete.

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NOTE6. Liabilities Related to Sale of Future Royalties

In* April 2016,Aviragen entered into a Royalty Interest Acquisition Agreement (the “RIAA”) with HealthCare Royalty Partners III, L.P. (“HCRP”). Under the RIAA, HCRP made a $20.0 million cash payment to Aviragen in consideration for acquiring certain royalty rights (“Royalty Rights”) related to the approved product Inavir in the Japanese market. The Royalty Rights were obtained pursuant to the collaboration and license agreements (the “License Agreement”) and a commercialization agreement that the Company entered into with Daiichi Sankyo. Per the terms of the RIAA, during thefirst* royalty interest period of* April 1, 2016through March 31, 2025,HCRP is entitled to thefirst* $3.0 million and any cumulative remaining shortfall amount plus 15% of the next $1.0 million in royalties earned in each year commencing on* April 1,with any excess revenue being retained by the Company. Further, during thesecond* royalty interest period beginning* April 1, 2025and ending on December 24, 2029,HCRP is entitled to thefirst* $2.7 million and any cumulative remaining shortfall amount, plus 15% of the next $1.0 million in royalties, with any excess revenue being retained by the Company. A shortfall occurs when, during an annual period ending on* March 31,for thefirst* royalty interest period of* April 1, 2016through March 31, 2025,the Company’s royalty payments fall below $3.0 million; and $2.7 million for thesecond* royalty interest period of* April 1, 2025and ending on December 24, 2029,excluding the period of April 1, 2028through December 24, 2029.In the event there shall remain any cumulative remaining shortfall amount as of December 24, 2029,*any royalties received from Daiichi Sankyo subsequently by the Company would be payable to HCRP until the cumulative remaining shortfall amount has been paid.

For avoidance of doubt, the RIAA states, in the event there is a remaining cumulative remaining shortfall amount as of* December 24, 2029,the Company shallnot* be obligated to pay HCRP any royalty payment beyond what the Company is paid from Daiichi Sankyo. The cumulative remaining shortfall amount is the aggregate amount of the remaining shortfall for each annual period, which was $4.4 million and $6.0 million as of* December 31, 2025and2024*, respectively.

Under the relevant accounting guidance, due to a limit on the amount of royalties that HCRP can earn under the RIAA, this transaction was accounted for as a liability that is being amortized using the effective interest method over the life of the arrangement. The Company hasno obligation to pay any amounts to HCRP other than to pass through to HCRP its share of royalties as they are received from Daiichi Sankyo. To record the amortization of the liability, the Company is required to estimate the total amount of future royalty payments to be received under the License Agreement and the payments that will be passed through to HCRP over the life of this agreement. Consequently, the Company imputes interest on the unamortized portion of the liability and records non-cash interest expense using an estimated effective interest rate. The royalties earned in each period that will be passed through to HCRP are recorded as non-cash royalty revenue related to sale of future royalties, with any excessnot subject to pass-through being recorded as royalty revenue. When the pass-through royalties are paid to HCRP in the following quarter, the imputed liability related to sale of future royalties is commensurately reduced. The Company periodically assesses the expected royalty payments, and to the extent such payments are greater or less than the initial estimate, the Company adjusts the amortization of the liability and interest rate. As a result of this accounting, even though the Company doesnot retain HCRP’s share of the royalties, it will continue to record non-cash revenue related to those royalties until the amount of the associated liability, including the related interest, is fully amortized.

The following table shows the activity within the liability account during the year ended* December 31, 2025* (in thousands):

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NOTE7. Leases

The Company has obtained the right of use for office and manufacturing facilities undersix operating lease agreements with initial terms exceedingone year. The lease term at the commencement date is determined by considering whether renewal options and termination options are reasonably assured of exercise.

The Company obtained the right of use of real estate located in South San Francisco, California, in* November 2020under a lease that was scheduled to terminate on September 30, 2025,which had been extended until March 31, 2029,withno* additional extension option. On* December 18, 2025,the Company entered into an agreement to terminate this lease agreement effective May 15, 2026,which was originally scheduled to expire on March 31, 2029.The Company isnot* required to pay any termination fees or penalties in connection with the termination of the Lease. As a result of the lease modification, the Company remeasured the operating lease liability using the revised lease term. The adjustment to the related right-of-use asset was limited to its carrying amount, and the Company recognized a resulting gain of $1.0 million within operating expenses in the consolidated statement of operations and comprehensive income for the year ended* December 31, 2025.*

The Company obtained the right of use of another property also located in South San Francisco, California, in* June 2015that was scheduled to terminate on April 30, 2020,with afive-year extension option that the Company exercised in July 2019,extending the lease until April 30, 2025,which has been further extended until March 31, 2029,with an option to extend for an additional eight years. In September 2021,the Company executed a lease for a facility in South San Francisco, California, with an initial term expiring on March 31, 2029,with an option to extend for an additional eight years. This lease includes a component for tenant improvements that were substantially completed in thethree* months ended* September 30, 2022,when the lease for this component was deemed to have commenced for accounting purposes. It also includes a component for which tenant improvements of $3.1 million were completed and were recorded within right-of-use assets in the consolidated balance sheets when they were substantially completed in thethree* months ended* March 31, 2023.Further, the Company has the right of use of a facility located in South San Francisco, California, under a lease that terminates on March 30, 2029,with afive-year renewal option. On May 31, 2025,*the leases oftwo facilities in Burlingame, California expired.

As of* December 31, 2025*, the weighted average discount rate for operating leases with initial terms of more thanone year was 10.1% and the weighted average remaining term of these leases was 3.0 years. Discount rates were determined using the Company’s marginal rate of borrowing at the time each lease was executed or extended.

The following table summarizes the Company’s undiscounted cash payment obligations for its operating lease liabilities with initial terms of more than12 months as of* December 31, 2025* (in thousands):

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The Company is also required to pay for operating expenses related to the leased space, including common area maintenance, taxes and insurance. The operating expenses are incurred separately and werenot included in the present value of lease payments. Operating lease expenses for years ended* December 31*are summarized as follows (in thousands):

NOTE8. Commitments and Contingencies

(a)*** ***Purchase Commitments

As of* December 31, 2025*, the Company had approximately $21.1 million of non-cancelable purchase commitments, principally for clinical services which are expected to be paid within the next year. Approximately $20.1 million of non-cancelable purchase commitments are attributable to athird-party vendor that provides clinical services, that is reimbursable at approximately $21.6 million under a cost-plus-fixed-fees arrangement in the ATI-RRPV Contract. In addition, the Company has operating lease commitments as detailed in Note7.

(b)*** ***Indemnifications

In the ordinary course of business, the Company enters into agreements that* mayinclude indemnification provisions. Pursuant to such agreements, the Company mayindemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising fromthird*-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions isnot determinable. The Company has also entered into indemnification agreements with certain officers and directors which provide, among other things, that the Company will indemnify and advance expenses incurred in connection with certain actions, suits or proceedings to such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she* maybe required to pay in actions or proceedings which he or she is or may*be made a party by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Bylaws. The Company currently has directors’ and officers’ insurance.

(c)*** Litigation***

From time to time the Company* may*be involved in legal proceedings arising in connection with its business. Based on information currently available, the Company believes that the amount, or range, of reasonably possible losses in connection with any pending actions against it in excess of established reserves, in the aggregate, is indeterminable to its consolidated financial condition or cash flows. However, any current or future dispute resolution or legal proceeding, regardless of the merits of any such proceeding, could result in substantial costs and a diversion of management’s attention and resources that are needed to run the Company successfully, and could have a material adverse impact on its business, financial condition and results of operations.

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In* Augustand September 2020,two substantially similar securities class actions were filed in the U.S. District Court for the Northern District of California. Thefirst action, titledHimmelberg v. Vaxart, Inc. et al. was filed on August 24, 2020.Thesecond* action, titledHovhannisyan v. Vaxart, Inc. et al. was filed on* September 1, 2020 (together, the “Putative Class Action”). By Order dated September 17, 2020,thetwo* actions were deemed related. On* December 9, 2020,*the court appointed lead plaintiffs and lead plaintiffs’ counsel.

On* January 29, 2021,lead plaintiffs filed their consolidated amended complaint. On July 8, 2021,all defendants moved to dismiss the consolidated amended complaint. On May 14, 2021,the court granted lead plaintiffs’ request to amend the consolidated amended complaint and denied defendants’ motions to dismiss as moot. On June 10, 2021,lead plaintiffs filed afirst* amended consolidated complaint, and on* August 9, 2021,lead plaintiffs filed a correctedfirst* amended consolidated complaint. Thefirst amended consolidated complaint, as corrected, named certain of Vaxart’s current and former executive officers and directors, as well as Armistice Capital, LLC (“Armistice”), as defendants. It claimedthree violations of federal civil securities laws; violation of Section10(b) of the Exchange Act and SEC Rule10b-5, as against the Company and all individual defendants; violation of Section20(a) of the Exchange Act, as against Armistice and all individual defendants; and violation of Section20A of the Exchange Act against Armistice. Thefirst amended consolidated complaint, as corrected, alleged that the defendants violated securities laws by misstating and/or omitting information regarding the Company’s development of a norovirus vaccine, the vaccine manufacturing capabilities of a business counterparty, and the Company’s involvement with Operation Warp Speed (“OWS”); and by engaging in a scheme to inflate Vaxart’s stock price. Thefirst amended consolidated complaint sought certification as a class action for similarly situated shareholders and sought, among other things, an unspecified amount of damages and attorneys’ fees and costs. On* July 8, 2021,all defendants moved to dismiss thefirst* amended consolidated complaint. By Order dated* December 22, 2021,the court granted the motion to dismiss by Armistice with leave to amend and otherwise denied the motions to dismiss. On July 27, 2022,lead plaintiffs filed a notice announcing that they had reached a partial settlement (the “Partial Settlement”) to resolve all claims against the Company and its current or former officers and/or directors in their capacity as officers and/or directors of the Company (the “Settling Defendants”). Pursuant to the Partial Settlement, the Company agreed to a settlement amount of $12.0 million with$2.0* million to be paid by the Company and the remainder to be paid by the Company’s insurers. On* November 2, 2022,the Company paid the $2.0 million settlement amount with respect to the Putative Class Action pursuant to the terms of the settlement agreement reached in that case. On November 14, 2022,lead plaintiffs filed asecond* amended consolidated class action complaint that purported to include new allegations to support claims against Armistice. By Orders dated* January 25, 2023,*the court approved the Partial Settlement and entered judgment dismissing with prejudice all claims asserted in the Putative Class Action against the Settling Defendants.

On* October 23, 2020,a complaint was filed in the U.S. District Court for the Southern District of New York, entitledRoth v. Armistice Capital LLC, et al.* The complaint names Armistice and certain Armistice-related parties as defendants, asserting a violation of Exchange Act Section16(b) and seeking the disgorgement of short-swing profits. The complaint purports to bring the lawsuit on behalf of and for the benefit of the Company and names the Company as a “nominal defendant” for whose benefit damages are sought. Following discovery, a motion for summary judgment was filed by Armistice and the Armistice-related party defendants to dismiss the complaint. On* March 27, 2024,the court granted the motion for summary judgment and dismissed all claims in the complaint in their entirety. On April 11, 2024,the Plaintiff timely filed a notice of appeal of the court’s decision to the Second Circuit Court of Appeals, commencing appellate proceedings. In June 2024,Plaintiff filed a motion to the court of appeals to stay the appeal pending efforts to re-instate the complaint in the district court, which was granted by the court of appeals. In July 2024,Plaintiff filed a motion with the district court seeking to set aside the judgment and to re-instate the complaint. On August**15,* 2024, the district court denied Plaintiff’s motion to set aside the judgment. On* September 10, 2024,Plaintiff re-filed its appeal with the Second Circuit Court of Appeals. On August 28, 2025,the Second Circuit Court of Appeals denied Plaintiff’s appeal and affirmed the decision of the district court dismissing all claims in the complaint. Plaintiff’s time to appeal from that decision has expired andno* further proceedings remain.

On* January 8, 2021,a purported shareholder, Phillip Chan, commenced a pro se lawsuit in the U.S. District Court for the Northern District of California titledChan v. Vaxart, Inc. et al.* (the “Opt-Out Action”), opting out of the consolidated Himmelberg v. Vaxart, Inc. et al. and Hovhannisyan v. Vaxart, Inc. et al. class actions, (together, the “Putative Class Action”). Because this complaint is nearly identical to an earlier version of a complaint filed in the Putative Class Action, the Opt-Out Action has been stayed while the Putative Class Action is pending.

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NOTE9. Stockholders’ Equity

(a)*** ***Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock, $0.0001 par value per share. The Company’s board of directors* may,without further action by the stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of5,000,000* shares of preferred stock inone or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which* maybe greater than the rights of our common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deterring or preventing a change of control or other corporate action. No shares of preferred stock are currently outstanding, and the Company hasno* present plan to issue any shares of preferred stock.

(b)*** ***Common Stock

As of* December 31, 2025*, the Company was authorized to issue 350,000,000 shares of common stock, $0.0001 par value per share, which includes an increase of 100,000,000 on* June**11,* 2024, when the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 250,000,000 to 350,000,000 shares. Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled toone vote per share on matters to be voted on by stockholders. Holders of common stock are entitled to receive such dividends, if any, as* maybe declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. Inno* event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically. As of* December 31, 2025*, no dividends had been declared by the board of directors.

In* November 2025,the Company entered into a Purchase Agreement with Dynavax (as defined in Note1*), pursuant to which 11,111,111 shares of the Company's common stock were sold to Dynavax at a price of $0.45 per share, resulting in gross proceeds of approximately $5.0 million, of which $0.8 million was determined to represent a premium and was allocated to deferred revenue.

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 the2024 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 the Company’s2023 Shelf Registration. The gross proceeds from the2024 Securities Purchase Agreement were $10.0 million and, after deducting offering expenses, the net proceeds were $9.9 million.

In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied. There areno sinking fund provisions applicable to the common stock.

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The Company had shares of common stock reserved for issuance as follows:

The approved increase of reserved common stock for2019 Equity Incentive Plan and2022 Employee Stock Purchase Plan is detailed in Note10.

(c)*** ***Warrants

In* February 2025and March 2025,100,532 and 29,150, respectively, of the warrants outstanding as of December**31,* 2024, expired unexercised. The following 10,914 warrants for common stock were outstanding as of* December 31, 2025*, all of which contain standard anti-dilution protections in the event of subsequent rights offerings, stock splits, stock dividends or other extraordinary dividends, or other similar changes in the Company’s common stock or capital structure, andnone of which have any participating rights for any losses:

NOTE10. Equity Incentive Plans

On* April 23, 2019,the Company’s stockholders approved the adoption of the2019* Equity Incentive Plan (the*“2019* Plan”), under which the Company is authorized to issue incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), other stock awards and performance awards that* maybe settled in cash, stock, or other property. The2019* Plan is designed to secure and retain the services of employees, directors and consultants, provide incentives for the Company’s employees, directors and consultants to exert maximum efforts for the success of the Company and its affiliates, and provide a means by which employees, directors and consultants* maybe given an opportunity to benefit from increases in the value of the Company’s common stock. Following adoption of the2019* Plan, all previous plans were frozen, and on forfeiture, cancellation and expiration, awards under those plans arenot assumed by the2019 Plan.

The aggregate number of shares of common stock authorized for issuance under the2019 Plan was initially 1,600,000 shares, which was increased through an amendment to the2019 Plan adopted by the Company’s stockholders (a “Plan Amendment”) on* June 8, 2020,to 8,000,000, by a Plan Amendment on June 16, 2021,to 16,900,000, by a Plan Amendment on August 4, 2022,to 28,900,000, and by a Plan Amendment on June 11, 2024,to 43,900,000. Further amendments to the2019* Plan to increase the share reserve would require stockholder approval. Awards that are forfeited or canceled generally become available for issuance again under the2019 Plan. Awards have a maximum term often years from the grant date and* may*vest over varying periods, as specified by the Company’s board of directors for each grant.

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On* February 27, 2024,the Company’s board of directors adopted the Vaxart, Inc.2024 Inducement Award Plan (the“2024* Inducement Plan”). The2024 Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule5635(c)(4) and is administered by the Compensation Committee of the board of directors or the independent members of the board of directors. The board of directors reserved 3,000,000 shares of the Company’s common stock for issuance under the2024 Inducement Plan, subject to adjustment as provided in the plan document. The terms of the2024 Inducement Plan are substantially similar to the terms of the2019 Plan, with the exception that incentive stock options* may**not* be issued under the2024 Inducement Plan and equity awards under the2024 Inducement Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards)* may*be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

A summary of stock option and RSU transactions for the years ended* December 31, 2025and2024* are as follows:

As of* December 31, 2025*, there were 25,407,299 options outstanding with a weighted average exercise price of $1.96, a weighted average remaining term of 7.28 years, and an aggregate intrinsic value of $4,000. Of these options,14,808,497 were vested, with a weighted average exercise price of $2.84, a weighted average remaining term of 6.16 years, and an aggregate intrinsic value of $4,000.

The Company received $3,000 for the 3,625 options exercised in the year ended* December 31, 2025*, which had a minimal intrinsic value. The aggregate intrinsic value represents the total pre-tax value (i.e., the difference between the Company’s stock price and the exercise price) of stock options outstanding as of* December 31, 2025*, based on the Company’s common stock closing price of $0.35 on* December 31, 2025*, which would have been received by the option holders had all their in-the-money options been exercised as of that date. The Company received $30,000 for the 38,030 options exercised in the year ended* December 31, 2024*, which had an intrinsic value of $7,000.

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The weighted average grant date fair value of options awarded in the years ended* December 31, 2025and2024*, was $0.47 and $1.01, respectively. Fair values were estimated using the following assumptions:

The Company measures the fair value of all stock-based awards on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. Total stock-based compensation recognized for options, RSUs and ESPP was as follows (in thousands):

As of* December 31, 2025*, the unrecognized stock-based compensation cost related to outstanding unvested stock options and RSUs expected to vest was $9.2 million, which the Company expects to recognize over an estimated weighted average period of 2.4 years.

On* August 4, 2022,the2022* Employee Stock Purchase Plan (the*“2022* ESPP”) was approved by the Company’s stockholders. The Company initially reserved 1,800,000 shares of the Company’s common stock for purchase under the2022 ESPP, which was increased by 1,800,000 shares through an amendment to the2022 ESPP adopted by the Company’s stockholders on* June 11, 2024,to 3,600,000 shares. The2022* ESPP generally has asix-month offering period comprised ofone purchase period. In* May 2024,the2022* ESPP had aone-time modification following the end of thesix-month offering period ended* May 31, 2024,to commence the follow-on offering period on July 1, 2024for afive*-month offering period. The purchase price of the stock is equal to85% of the lesser of the market value of such shares at the beginning of thesix-month offering period or the end of such offering period. During the year ended* December 31, 2025*, the Company received $0.2 million and issued 539,448 treasury shares under the2022 ESPP. During the year ended* December 31, 2024*, the Company received $0.5 million and issued 782,939 shares under the2022 ESPP. As of* December 31, 2025*,1,823,454 shares are available and reserved for future issuance under the2022 ESPP.

Stock-based compensation expense related to the ESPP was $0.2 million for each of the years ended* December 31, 2025and2024*.

NOTE11. Benefit Plan

The Company provides a tax-qualified employee savings and retirement plan commonly known as a401(k) plan (the “Plan”), which covers the Company’s eligible employees. Pursuant to the Plan, employees* mayelect to defer their current compensation up to the IRS annual contribution limit of$23,500* for calendar year2025 and*$23,000* for calendar year2024. Employees age50 or over* mayelect to contribute an additional$7,500* annually for2025 and2024.

Employees direct their contributions, which vest immediately, across a series of mutual funds. In the years ended* December 31, 2025and2024*, the Company matched employee contributions up to 3% of each employee’s eligible earnings, vesting immediately. The Company’s matching contributions totaled $0.5 million for each of the years ended* December 31, 2025and2024*. The costs of administering the Plan totaled $30,000 and $38,000 in the years ended* December 31, 2025and2024*, respectively.

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NOTE12. Income Taxes

The components of worldwide pretax earnings by United States and foreign jurisdictions consist of the following (in thousands):

The provision for income taxes consists of the following (in thousands):

The tax effect of significant items comprising deferred tax assets are as follows (in thousands):

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As further described in Recently Adopted Accounting Pronouncements in Note2, we have elected to prospectively adopt the guidance in ASU2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures.*

Companies can adopt the new requirements prospectively without revisions of comparative period disclosures but the income tax footnote disclosures in the year of adoption wouldnot be comparable (2025 disclosures would follow the new requirements of ASU2023-09, while the comparative-period disclosures of2024 would follow the current disclosure requirements in ASC740-50 and related SEC requirements). To maintain comparability, retroactive application to comparative-period disclosures is allowed. The Company is electing to report the new requirements using the prospective method.

The following table is a reconciliation of the provision for income taxes with the expected provision for income taxes computed by applying the federal statutory income tax rate of 21% to the net income (loss) before provision for income taxes in accordance with ASU2023-09, as follows (in thousands):

The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 21% for the years ended* December 31, 2025and2024*, respectively, primarily due to foreign income taxes being taxed at different rates, non-deductible expenses, research and development tax credits, and the change in valuation allowance.

As of* December 31, 2025and2024*, the Company had net operating loss (“NOL”) carryforwards of $254.0 million and $221.1 million for federal purposes, and $18.9 million and $8.9 million for state purposes, respectively. Ifnot utilized, federal net operating losses of $1.7 million will begin to expire in2026 and $252.3 million will be carried forward indefinitely; state net operating losses of $7.3 million will begin to expire in2028 and $11.6 million will be carried forward indefinitely.

As of* December 31, 2025*, the Company also has accumulated tax losses of $0.5 million for Australia available for carryforward against future earnings, which under relevant tax laws donot expire but* may**not* be available under certain circumstances.

As of* December 31, 2025and2024*, the Company had research and development tax credit carryforwards for federal purposes of $24.3 million and $12.8 million, respectively, and state research and development tax credit carryforwards of $11.3 million and $10.0 million, respectively. The federal research and development tax credit carryforwards will expire at various dates between2039 and2045. The state research and development tax credit carryforwards donot expire.

Beginning on* January 1, 2022,the Tax Cuts and Jobs Act (“the Act”), enacted in December 2017,eliminated the option to deduct research and development expenditures in the current period and requires taxpayers to capitalize and amortize U.S.-based and non-U.S. based research and development expenditures overfive* andfifteen years, respectively. However, the enactment of the bipartisan OBBB Act, signed into law in* July 2025,repeals the mandatory capitalization requirement for domestic R&D expenditures for tax years beginning after December 31, 2024.As a result, beginning with the2025* tax year, domestic R&D expenses are once again eligible for immediate deduction in the year incurred, while costs related to foreign R&D activities remain subject to15-year amortization under Section174. The Company elects to amortize any remaining unamortized amount with respect to the domestic R&D expenditures capitalized over the past few years ratably over the2-taxable year period beginning with thefirst taxable year beginning after* December 31, 2024.This legislation doesnot* impact the Company's current tax obligations.

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Sections382 and383 of the Internal Revenue Code provide for a limitation on the annual use of NOL and tax credit carryforwards following certain ownership changes that could limit the Company’s ability to utilize these carryforwards. The Company has completed an analysis to determine if such ownership changes have occurred and concluded it was more likely thannot that there were changes in ownership. Due to the existence of a full valuation allowance, limitations under Section382 and383 willnot impact the Company’s effective tax rate. Further analyses will be performed prior to recognizing the benefits of any losses or credits in the consolidated financial statements.

The Company is required to reduce its deferred tax assets by a valuation allowance if it is more likely thannot that some or all of its deferred tax assets willnot be realized. Management must use judgment in assessing the potential need for a valuation allowance, which requires an evaluation of both negative and positive evidence. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. In determining the need for and amount of the valuation allowance, if any, the Company assesses the likelihood that it will be able to recover its deferred tax assets using historical levels of income, estimates of future income and tax planning strategies. As a result of historical cumulative losses, the Company determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net deferred taxes in future periods. Accordingly, the Company recorded a valuation allowance against all of its net deferred tax assets as of* December 31, 2025and2024*. The net change in total valuation allowance was an increase of approximately $6.4 million and $11.6 million for the years ended* December 31, 2025and2024*, respectively.

The cash paid for income taxes (net of refunds) during the year was as follows (in dollars):

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In each year, the state and local income taxes which comprise the majority of the state and local income taxes, net of federal effect category were as follows (in dollars):

The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of approximately $13.6 million and $8.5 million as of* December 31, 2025* and2024, respectively, of whichnone would impact the effective tax rate, if recognized, because the benefit would be offset by an increase in the valuation allowance.

A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands):

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the years ended* December 31, 2025and2024*, the Company recognizedno interest and penalties associated with unrecognized tax benefits. There areno tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease withintwelve months of the reporting date.

The Company files income tax returns in the U.S., Australia, as well as with various U.S. states. The Company is subject to tax audits in all jurisdictions in which it files income tax returns. Tax audits by their very nature are often complex and can require several years to complete. There are currentlyno tax audits that have commenced with respect to income tax returns in any jurisdiction.

Under the tax statute of limitations applicable to the Internal Revenue Code, the Company and its U.S. subsidiary, either standalone or as part of the consolidated group, isno longer subject to U.S. federal income tax examinations by the Internal Revenue Service for tax years before tax year2021. Under the statute of limitations applicable to most state income tax laws, the Company isno longer subject to state income tax examinations by tax authorities for tax year before 2020 in states in which it has filed income tax returns. However, because the Company is carrying forward income tax attributes, such as net operating losses and tax credits from2005 and earlier tax years, these attributes can still be audited when utilized on returns filed in the future. The Company is subject to foreign tax examinations by tax authorities for fiscal year 2021 and forward.

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NOTE13. Net Income (Loss) Per Share Attributable to Common Stockholders

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of our common stock outstanding.

For the calculation of diluted net income (loss) per share, net income for basic net income per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. Diluted net income (loss) per share is computed by dividing net income by the weighted-average number of fully diluted common shares outstanding.

The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except share and per share amounts):

No adjustment has been made to the net income (loss) in the years ended* December 31, 2025and2024*, as the effect would be anti-dilutive due to the net loss.

The following potentially dilutive weighted average securities were excluded from the computation of weighted average shares outstanding because they would have been antidilutive:

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NOTE14. Segment Reporting

The Company operates inone reportable segment, which is the discovery and development of oral recombinant protein vaccines, based on its proprietary oral vaccine platform. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the Chief Executive Officer as chief operating decision maker (the “CODM”) in assessing segment performance and deciding how to allocate resources on a consolidated basis.

The CODM uses consolidated net income (loss) to evaluate the Company's spend and monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing resource allocation across the organization. The measure of segment assets is reported on the consolidated balance sheets as total assets.

Our segment revenue, segment loss, significant segment expenses, and other segment items consist of the following (in thousands):

(A) Other segment items included in other income (expense), net.

NOTE15. Subsequent Events

Sanofi Acquisition of Dynavax

On* December 23, 2025,Sanofi, a French société anonyme, entered into an Agreement and Plan of Merger with Dynavax Technologies Corporation (“Dynavax”), pursuant to which Sanofi agreed to acquire all outstanding shares of Dynavax common stock for $15.50 per share in cash, reflecting a total equity value of approximately $2.2 billion. On January 12, 2026,Sanofi commenced a tender offer to acquire all outstanding shares of Dynavax. The tender offer expired on February 9, 2026,at which time approximately 73.92% of Dynavax’s outstanding shares were validly tendered. On February 10, 2026,*Sanofi completed the acquisition through a merger in which Dynavax became an indirect wholly owned subsidiary of Sanofi.

As disclosed in Note5, the Company entered into the2025 License and Collaboration Agreement with Dynavax on* November 4, 2025.Pursuant to the terms of the2025* License and Collaboration Agreement, the agreement permits assignment without the Company’s consent in connection with a change of control involving the transfer or sale of substantially all of a party’s business related to the licensed products. Accordingly, upon completion of the Sanofi acquisition, the rights and obligations under the2025 License and Collaboration Agreement were assigned to or assumed by Sanofi (or its affiliates) as the successor to Dynavax. In addition, the2025 License and Collaboration Agreement provides Dynavax (or its successor) with the right to terminate the agreement for any reason upon90 days’ prior written notice to the Company.

Modification of 2024 ATI-RRPV Contract

On* March 10, 2026,the Company entered into ModificationNo.* 6 (the “Modification”) to the ATI-RRPV Project Award AgreementNo. 001, dated* June 13, 2024 (the “Project Agreement”), with Advanced Technology International, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by BARDA of the U.S. Department of Health and Human Services. As previously disclosed, pursuant to the Project Agreement, the Company received funding to conduct a Phase2b* comparative study (the “Trial”) evaluating the Company’s oral pill COVID-19 vaccine candidate against an mRNA vaccine comparator approved by the U.S. Food and Drug Administration. The Company previously announced that it had completed enrollment of the sentinel cohort portion of the study comprising approximately400 participants comparing its oral pill XBB candidate against an mRNA XBB comparator and an independent data safety monitoring board recommended the study to proceed without modifications based on initial safety assessment of30-day data from the sentinel cohort.

The Modification increased the total amount of funding currently allotted to the Trial and available for payment to approximately $316.0 million. The Company anticipates a further modification to the2024 ATI-RRPV Contract that will reflect the reduced scope of work and corresponding reduction in funding that resulted from previously issued stop work orders.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, payable by the Company in connection with the registration and sale of the common stock being registered. All amounts are estimates except the SEC registration fee.

ITEM 14. Indemnification of Directors and Officers.

The Delaware General Corporation Law and certain provisions of our certificate of incorporation and bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our certificate of incorporation, bylaws and to the statutory provisions.

In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe their actions were unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of the board of directors, by legal counsel, or by a vote of the stockholders, that the applicable standard of conduct was met by the person to be indemnified.

The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, unless the court determines otherwise, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable to the corporation.

Indemnification may also be granted pursuant to the terms of agreements which we are currently party to with each of our directors and executive officers, agreements which we may enter into in the future or pursuant to a vote of stockholders or directors. Delaware law and our certificate of incorporation also grant the power to us to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. There is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 15. Recent Sales of Unregistered Securities.

None.

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ITEM 16. Exhibits

(a) The following exhibits are filed herewith as part of this registration statement:

EXHIBIT INDEX

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101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document.

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101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

107 Calculation of Filing Fee Table

ITEM 17. Undertakings

We hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such first use.

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on May 8, 2026.