Vaxart, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
VXRT$0.550.0%Stored close · as of Jul 8, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001437749-26-026289
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001437749-26-035291
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 27 previous paragraphs and 33 current paragraphs.
17 unchanged; 10 reworded; 6 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
We have identified conditions that raise substantial doubt about our ability to continue as a going concern, and we will require substantial additional funding to finance our operations.
Current report
We have incurred significant losses and negative cash flows from operations since our inception. As of September 30, 2026, we had $65.5 million of cash, cash equivalents and short-term investments and an accumulated deficit of $486.2 million. In our Annual Report on Form 10-K for the year ended December 31, 2025, we reported that the conditions that had previously raised substantial doubt about our ability to continue as a going concern had been alleviated. In the second quarter of 2026, management concluded that our cash, cash equivalents and investments are not sufficient to fund our planned operations for at least twelve months from the date of issuance of our financial statements, and these conditions raise substantial doubt about our ability to continue as a going concern. Based on management’s current plan, we expect our existing cash resources to fund our operations into the second quarter of 2027. Management’s plans include raising additional capital through the sale of equity securities, including under the March 2025 ATM and the April 2026 ELOC to the extent available to us, obtaining funding under the 2024 ATI-RRPV Contract and receiving payments under the License and Collaboration Agreement, and, if we are unable to raise additional capital in sufficient amounts or on acceptable terms, further reducing or delaying operating expenses. There can be no assurance that we will be successful in raising additional capital on acceptable terms or at all.
Current report
Our ability to sell equity securities is constrained because our common stock is quoted on the OTCQX rather than listed on a national securities exchange and is subject to state securities law requirements, as described below, and the amount available under the 2024 ATI-RRPV Contract has been reduced and remains subject to the government’s funding decisions. If we are unable to obtain sufficient funding, we could be forced to delay, reduce the scope of or eliminate certain of our development programs, explore other strategic alternatives or cease operations, and we may be forced to liquidate our assets, in which case the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our unaudited condensed consolidated financial statements. Our unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Current report
Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability.
Current report
We have incorporated, and may continue to incorporate, certain AI solutions into our operations, and the use of AI involves various risks and challenges that could adversely affect our business. The development and deployment of AI systems involve inherent technical complexities and uncertainties, and our AI systems may encounter unexpected technical difficulties, limitations or errors, including inaccuracies in data processing or flawed algorithms. In addition, our competitors or other third parties may incorporate AI into their operations and products more quickly or more successfully than us, which could impair our ability to compete effectively.
Current report
The use of AI applications, including large language models, may in the future result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our business and reputation. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, regulatory scrutiny or legal liability. In addition, use of personal data in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI. The introduction of AI technologies into our operations may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks or other complications that could adversely affect our business. The regulatory landscape governing AI technologies is evolving rapidly, and changes in laws, regulations or enforcement practices may impose new compliance requirements, restrict certain AI applications or increase our regulatory obligations, which could negatively impact our business.
Reworded paragraphs (10)
Previous wording
You should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which we filed with the Securities and Exchange Commission on March 13, 2026, together with all other information contained or incorporated by reference in this Quarterly Report on Form 10-Q, when evaluating our business and our prospects. There are no material changes to the risk factors set forth in Part I, Item 1A, in our Annual Report on Form 10-K for the year ended December 31, 2025, except as described below.
Current wording
You should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which we filed with the Securities and Exchange Commission on March 13, 2026, together with all other information contained or incorporated by reference in this Quarterly Report on Form 10-Q, when evaluating our business and our prospects. Except as set forth below, there have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors below update certain risk factors included in the Annual Report and, for convenience, restate certain others in their entirety.
Previous wording
In June 2024, we entered into the 2024 ATI-RRPV Contract with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA. Pursuant to June 22, 2026, Modification No. 7 to the 2024 ATI-RRPV Contract, the total amount of authorized funding was reduced from $460.7 million to $344.8 million (a decrease of $115.9 million). The June 22, 2026 Modification No. 7 reduction to total authorized funding under the 2024 ATI-RRPV Contract follows the reduction in scope of work that resulted from previously issued stop work orders that halted enrollment and therefore reduced the size of the study.
Current wording
In June 2024, we entered into the 2024 ATI-RRPV Contract with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA. Pursuant to Modification No. 7 to the 2024 ATI-RRPV Contract, dated June 22, 2026, the total amount of authorized funding under the 2024 ATI-RRPV Contract was reduced from $460.7 million to $344.8 million (a decrease of $115.9 million). The June 22, 2026 Modification No. 7 reduction to total authorized funding under the 2024 ATI-RRPV Contract follows the reduction in scope of work that resulted from previously issued stop work orders that halted enrollment and therefore reduced the size of the study.
Previous wording
We anticipate that a significant portion of the funding to further develop our COVID-19 vaccine candidate will come from the remaining amounts to be received under the 2024 ATI-RRPV Contract. The 2024 ATI-RRPV Contract provides that the government has the right to determine whether to fund the continued performance of the study after the initial funding. In the second half of 2024, the Company initiated and completed enrollment of the 400-participant sentinel cohort of its Phase 2b study comparing the Company’s XBB COVID-19 vaccine candidate to an approved mRNA XBB comparator. In January 2025, the independent data safety monitoring board (DSMB) reviewed 30-day sentinel cohort data and recommended the study proceed without modifications. Twelve-month follow-up data from the sentinel cohort is expected in the first half of 2026. In February 2025, ATI issued a stop work order on the 2024 ATI-RRPV Contract. Subsequently, in April 2025, the Company received written notification from ATI lifting the stop work order, permitting the Company to resume incurring costs, participating in meetings, and communicating with the Government and ATI concerning the project award. In May 2025, HHS BARDA approved initiation of dosing in the 10,000-participant main cohort of the Phase 2b study, and the Company announced the first participant dosed later that month.
Current wording
We anticipate that a significant portion of the funding to further develop our COVID-19 vaccine candidate will come from the remaining amounts to be received under the 2024 ATI-RRPV Contract. The 2024 ATI-RRPV Contract provides that the government has the right to determine whether to fund the continued performance of the study after the initial funding. In the second half of 2024, the Company initiated and completed enrollment of the 400-participant sentinel cohort of its Phase 2b study comparing the Company’s XBB COVID-19 vaccine candidate to an approved mRNA XBB comparator. In January 2025, the independent data safety monitoring board (DSMB) reviewed 30-day sentinel cohort data and recommended the study proceed without modifications. On July 6, 2026, we announced topline 12-month data from the 400-participant sentinel cohort of the Phase 2b study, which was not powered to determine comparative efficacy between the two arms. Topline data from the complete study, comprising the sentinel cohort and the approximately 5,000 participants enrolled in the main cohort, are anticipated in the first half of 2027. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Product Pipeline—Coronavirus Vaccine.”
Previous wording
In August 2025, ATI issued a second stop work order directing the Company to halt further screening and enrollment for the COVID-19 Phase 2b trial under the 2024 ATI-RRPV Contract. As of the August notification date, the Company had enrolled approximately half of the targeted number of participants for the main cohort of the study. On October 8, 2025, ATI issued a Follow-Up Notice confirming BARDA’s intent to stop all ongoing enrollment under the contract while permitting continued follow-up and planned analyses of both the sentinel cohort and the enrolled main study population.
Current wording
In February 2025, ATI issued a stop work order on the 2024 ATI-RRPV Contract. Subsequently, in April 2025, the Company received written notification from ATI lifting the stop work order, permitting the Company to resume incurring costs, participating in meetings, and communicating with the Government and ATI concerning the project award. In May 2025, HHS BARDA approved initiation of dosing in the 10,000-participant main cohort of the Phase 2b study, and the Company announced the first participant dosed later that month. In August 2025, ATI issued a second stop work order directing the Company to halt further screening and enrollment for the COVID-19 Phase 2b trial under the 2024 ATI-RRPV Contract. As of the August notification date, the Company had enrolled approximately half of the targeted number of participants for the main cohort of the study. On October 8, 2025, ATI issued a Follow-Up Notice confirming BARDA’s intent to stop all ongoing enrollment under the contract while permitting continued follow-up and planned analyses of both the sentinel cohort and the enrolled main study population.
Previous wording
Even as we continue to receive funds under the 2024 ATI-RRPV Contract, the terms of the grant may unfavorably change, or the amount of funding may further decrease. If there is any government decision to discontinue funding under the 2024 ATI-RRPV Contract, our revenues and cash flows would be significantly and negatively impacted and we may be forced to seek alternative sources of funding, which may not be available on non-dilutive terms, terms favorable to us, or at all.
Current wording
Even as we continue to receive funds under the 2024 ATI-RRPV Contract, the terms of the 2024 ATI-RRPV Contract may unfavorably change, or the amount of funding may further decrease. If there is any government decision to discontinue funding under the 2024 ATI-RRPV Contract, our revenues and cash flows would be significantly and negatively impacted and we may be forced to seek alternative sources of funding, which may not be available on non-dilutive terms, terms favorable to us, or at all.
Previous wording
There can be no assurance thatDynavax Technologies Corporation, a Sanofi company (“Dynavax”) will continue to perform the obligations under the 2025 License and Collaboration Agreement or that Dynavax will not exercise its right to terminate the agreement.
Current wording
There can be no assurance thatDynavax will continue to perform its obligations under the License and Collaboration Agreement or that Dynavax will not exercise its right to terminate the agreement.
Previous wording
On February 10, 2026, Sanofi completed its acquisition of Dynavax. As a result of the consummation of the merger, Dynavax became an indirect wholly owned subsidiary of Sanofi. Sanofi’s vaccine portfolio includes multiple influenza vaccines (Fluzone High-Dose, Flublok, Fluzone) and a co-commercialized protein-based COVID-19 vaccine, Nuvaxovid. Sanofi is also developing a combination, single-shot COVID-19/flu vaccine for adults 50+ using Novavax technology, targeting a non-mRNA approach. Sanofi can be expected to make their decision for further investments in our Dynavax partnered COVID-19 vaccine and potentially other Vaxart assets in the context of this larger vaccine portfolio.
Current wording
On February 10, 2026, Sanofi completed its acquisition of Dynavax. As a result of the consummation of the merger, Dynavax became an indirect wholly owned subsidiary of Sanofi. Sanofi’s vaccine portfolio includes multiple influenza vaccines (Fluzone High-Dose, Flublok, Fluzone) and a co-commercialized protein-based COVID-19 vaccine, Nuvaxovid. Sanofi is also developing a combination, single-shot COVID-19/flu vaccine for adults 50+ using Novavax technology, targeting a non-mRNA approach. Sanofi can be expected to make its decisions regarding further investment for further investments in our Dynavax partnered COVID-19 vaccine candidate and potentially other Vaxart assets in the context of this larger vaccine portfolio.
Previous wording
Effective July 8, 2025, Nasdaq suspended trading in our common stock and subsequently informed the Company on September 19, 2025 that the Company’s common stock will be delisted from The Nasdaq Capital Market due to the ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Vaxart, Inc. was formally delisted from Nasdaq effective December 1, 2025. Our common stock is currently quoted on the OTCQX under the ticker symbol “VXRT.” We can provide no assurance that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes for our common stock, and whether the trading volume of our common stock will be sufficient to provide for an efficient trading market in the future. Stocks trading in the OTC Markets generally have substantially less liquidity, hence, decreasing our ability to issue additional securities or obtain additional financing. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If we are no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Current wording
Effective July 8, 2025, Nasdaq suspended trading in our common stock, and on September 19, 2025, Nasdaq informed us that our common stock would be delisted from The Nasdaq Capital Market because of our continued failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Our common stock was delisted from The Nasdaq Capital Market effective December 1, 2025, and is quoted on the OTCQX Best Market (“OTCQX”) under the symbol “VXRT.” We can provide no assurance that our common stock will continue to be quoted on the OTCQX, that broker-dealers will continue to provide public quotations for our common stock or that the trading volume of our common stock will be sufficient to provide an efficient trading market. Securities quoted on the OTC markets generally have substantially less liquidity than securities listed on a national securities exchange, which reduces our ability to issue additional securities or obtain additional financing. In addition, because our common stock is no longer listed on a national securities exchange, it is not a “covered security” under the National Securities Markets Improvement Act of 1996, and offers and sales of our securities are subject to the securities (“blue sky”) laws of each state in which they are made. This state-level regulation imposes additional compliance requirements on us and on broker-dealers that trade in our securities, has limited our use of the March 2025 ATM and may further reduce the liquidity of our common stock and our ability to raise capital.
Previous wording
On November 4, 2025, we entered into the License Agreement with Dynavax, pursuant to which we have granted Dynavax an exclusive, worldwide license to develop and commercialize our investigational oral vaccine candidate for COVID-19 based on our oral delivery platform for COVID Indications. On February 10, 2026, Sanofi completed its acquisition of Dynavax. As a result of the consummation of the merger, Dynavax became an indirect wholly owned subsidiary of Sanofi.
Current wording
On November 4, 2025, we entered into the License and Collaboration Agreement with Dynavax, pursuant to which we granted Dynavax an exclusive, worldwide license to develop and commercialize our oral pill COVID-19 vaccine candidate for SARS-CoV-2, SARS coronavirus or MERS coronavirus, including COVID-19 and all variants thereof. On February 10, 2026, Sanofi completed its acquisition of Dynavax. As a result of the consummation of the merger, Dynavax became an indirect wholly owned subsidiary of Sanofi.
Previous wording
Under the License Agreement, we have agreed to, among other things, continue to develop our oral pill COVID-19 vaccine candidate through completion of the ongoing Phase 2b clinical trial of such vaccine candidate. Following a planned for end-of-Phase 2 meeting (“EOP2 Meeting”) with the FDA, Dynavax will have the choice, in its sole discretion, to assume responsibility for the continued development of the vaccine candidate. If Dynavax elects to undertake the continued development of our oral pill COVID-19 vaccine candidate, then we will be entitled to receive from Dynavax a fee of $50 million, subject to the terms and conditions of the License Agreement. The License Agreement further contemplates specific milestone payments payable by Dynavax to us, subject to the terms and conditions of the License Agreement. If Dynavax does not elect to assume responsibility for such continued development of the vaccine candidate, then the License Agreement will terminate pursuant to its terms.
Current wording
Under the License and Collaboration Agreement, we have agreed to, among other things, continue to develop our oral pill COVID-19 vaccine candidate through completion of the ongoing Phase 2b clinical trial of such vaccine candidate. Following a planned end-of-Phase 2 meeting (“EOP2 Meeting”) with the FDA, Dynavax will have the choice, in its sole discretion, to assume responsibility for the continued development of the vaccine candidate. If Dynavax elects to undertake the continued development of our oral pill COVID-19 vaccine candidate, then we will be entitled to receive from Dynavax a fee of $50 million, subject to the terms and conditions of the License and Collaboration Agreement. The License and Collaboration Agreement further contemplates specific milestone payments payable by Dynavax to us, subject to the terms and conditions of the License and Collaboration Agreement. If Dynavax does not elect to assume responsibility for such continued development of the vaccine candidate, then the License and Collaboration Agreement will terminate pursuant to its terms.