Vaxart, Inc.

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

NOTE1. Organization and Nature of Business

General

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

In* March 2025,the Company entered into an At the Market Offering Agreement (the “March 2025ATM”) with Citizens JMP Securities, LLC (“Citizens”) and B. Riley Securities, Inc. (“B. Riley” and, together with Citizens, the “Managers”), pursuant to which the Company mayoffer and sell, from time to time through the Managers, shares of its common stock having an aggregate offering price of up to $50.0 million. The shares were sold pursuant to an effective registration statement on Form S-3 (Registration StatementNo.* 333-270671) (the*“2023* Shelf Registration Statement”), as previously filed with the U.S. Securities and Exchange Commission (the “SEC”), and a prospectus supplement, dated* March 21, 2025,with the SEC in connection with the offer and sale of the shares under the March 2025ATM. The2023* Shelf Registration Statement has since expired and on* April 30, 2026,the Company’s registration statement on Form S-3 (Registration StatementNo.* 333-295086) (the*“2026* Shelf Registration Statement”) was declared effective. Pursuant to the2026 Shelf Registration Statement and prospectus supplement dated* May 4, 2026,the Company maycontinue to make sales under the March 2025ATM. The Company will pay the Managers a placement fee of up to 3% of the gross sale price from each sale of shares under the March 2025*ATM.

Effective* July 8, 2025,Nasdaq suspended trading in our common stock and the Company was formally delisted from Nasdaq effective December 1, 2025.Our common stock has been quoted on the OTCQX under the ticker symbol “VXRT” since the stock was suspended from trading on Nasdaq. The National Securities Markets Improvement Act of1996* prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Nasdaq has officially delisted our securities, and securities traded on OTCQX arenot considered covered securities, offers and sales of our securities to residents of each state must comply with that state’s blue sky laws. This state-level regulation introduces additional compliance requirements for brokers to consider when trading in our securities and complicates the use of our ATM facility.

In* April 2026,the Company entered into a purchase agreement (the “April 2026ELOC”) and a registration rights agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which LPC committed to purchase up to $25.0 million (the “Commitment Amount”) of the Company’s common stock over a24*-month period, subject to certain limitations and conditions. The Company has the right, butnot the obligation, to sell shares to LPC, and LPC is obligated to make purchases as directed by the Company, subject to the conditions set forth in the agreement. See Note9 for further details.

The Company's principal operations are based in South San Francisco, California and the Company operates in a single reportable segment focused on discovery and development of oral recombinant protein vaccines using its proprietary oral vaccine platform.

NOTE2. Summary of Significant Accounting Policies

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

The Company is a clinical-stage biotechnology company withno product sales. The Company’s primary source of financing is from the sale and issuance of common stock as well as funding from the Biomedical Advanced Research and Development Authority (“HHS BARDA”), a division of the Administration for Strategic Preparedness and Response (“ASPR”) within the United States (“U.S.”) Department of Health and Human Services. In the past, the Company has also financed its operations through the issuance of secured debt securities and preferred stock, proceeds from the exercise of warrants, and payments under collaboration and license agreements. As of* September 30, 2026*, the Company had cash, cash equivalents and short-term investments of $65.5 million. The Company’s cash, cash equivalents and investments arenot sufficient to fund the Company’s planned operations for at least the period of12 months from the date the unaudited condensed consolidated financial statements are issued.

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

Based on its current plan, management expects the Company’s cash resources to fund operations into thesecond quarter of2027. If the Company cannot raise sufficient additional capital on acceptable terms, management plans to further reduce or defer operating expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period ofone year from the date of the issuance of these unaudited condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

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

The condensed consolidated balance sheet as of* December 31, 2025*, included in this document, was derived from audited financial statements, but doesnot include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in consolidated financial statements have been condensed or omitted pursuant to these rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes related thereto for the year ended* December 31, 2025*, included in the Company’s Annual Report on Form10-K filed with the SEC on* March 13, 2026 (the “Annual Report”). Unless noted below, there have beenno* material changes to the Company’s significant accounting policies described in Note2 to the consolidated financial statements included in the Annual Report. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods arenot necessarily indicative of the results to be expected for the full year or any future periods.

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

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

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

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

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Revenue Recognition

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

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

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

Revenue from the2025* License and Collaboration Agreement*

The Company enters into license and collaboration agreements that* mayinclude the grant of licenses to intellectual property, research and development services, participation on joint governance committees, and manufacturing technology transfer. The terms of such arrangements may*include non-refundable upfront payments, development and regulatory milestone payments, sales-based milestone payments, royalties on future product sales, and other contingent payments.

The Company accounts for its license and collaboration agreements in accordance with ASC606, Revenue from Contracts with Customers. Under ASC606, the Company identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the identified performance obligations based on their relative standalone selling prices, and recognizes revenue when, or as, the performance obligations are satisfied.

Performance obligations under these arrangements* may*include licenses to intellectual property and research and development services. The Company evaluates whether licenses are distinct from other promised services and whether they represent functional intellectual property that provides a right to use intellectual property as it exists at a point in time or symbolic intellectual property that provides a right to access intellectual property over time. Licenses determined to be functional intellectual property are recognized at a point in time when control transfers to the customer. Research and development services are generally recognized over time as the services are performed.

The transaction price* mayinclude fixed consideration, such as upfront payments, and variable consideration, such as milestone payments and royalties. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized willnot* occur when the uncertainty associated with the variable consideration is resolved. Milestone payments that arenot subject to the sales-based royalty exception are evaluated under the variable consideration constraint and recognized when the associated uncertainty is resolved. Sales-based milestone payments and royalties are recognized as revenue when the underlying sales occur.

For performance obligations satisfied over time, the Company measures progress using an input method based on costs incurred relative to total estimated costs to complete the performance obligation. Estimates of total costs are reassessed at each reporting period, and adjustments to revenue are recorded as a cumulative catch-up if estimates change.

Recently Issued Accounting PronouncementsNot Yet Adopted

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

In* December 2025,the FASB issued ASU2025*-10, Accounting for Government Grants Received by Business Entities, which adds guidance to ASC832 on the recognition, measurement, and presentation of government grants received by business entities. ASU2025-10 is effective for the Company in annual periods beginning after* December 15, 2028,including interim periods within those fiscal years, with early adoption permitted. The guidance can be applied on a modified prospective, modified retrospective, or full retrospective basis. The Company is currently assessing the impact of ASU2025*-10 on its consolidated financial statements and disclosures.

In* December 2025,the FASB issued ASU2025*-11, Interim Reporting (Topic270*): Narrow-Scope Improvements,* which clarifies the guidance in Topic270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU2025-11 is effective for fiscal years beginning after* December 15, 2027,including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact ASU2025*-11 will have on the consolidated financial statement disclosures.

In* December 2025,the FASB issued ASU2025*-12, Codification Improvements, which updates the Codification for a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This ASU is effective for annual reporting periods beginning after* December 15, 2026,and interim periods within those annual reporting periods, with early adoption permitted on an issue-by-issue basis. ASU2025*-12 isnot expected to have a material effect on the Company's consolidated financial statements.

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

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

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

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

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

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

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

The following table sets forth the fair value of the Company’s financial assets that are measured on a recurring basis as of* September 30, 2026* and* December 31, 2025* (in thousands):

The Company heldno financial liabilities measured on a recurring basis as of* September 30, 2026* or* December 31, 2025*.

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

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

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As of* September 30, 2026* and* December 31, 2025*, all investments were available-for-sale debt securities with remaining maturities of12 months or less. As of* September 30, 2026* and* December 31, 2025*, the Company held18 and 4 securities, respectively, in an unrealized loss position for12 months or less. Interest receivable for both* September 30, 2026* and* December 31, 2025*, was $0.2 million and is recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheets.

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

As of* September 30, 2026* and* December 31, 2025*, there wereno material declines in the market value of the Company’s available-for-sale investments due to credit-related factors. The Company doesnot intend to sell the investments, and it isnot more likely thannot that the Company will be required to sell the investments before recovery of their amortized cost basis. As of* September 30, 2026* and* December 31, 2025*, no allowance for credit losses was recorded and the Company didnot recognize any impairment losses related to investments.

As of * September 30, 2026*, accounts receivable of $21.0 million consisted of $20.9 million government contract receivables from2024 ATI-RRPV Contractand $0.1 million of royalty receivable. As of* December 31, 2025*, accounts receivable of $14.6 million consisted of $14.2 million of government contract receivables from2024 ATI-RRPV Contractand $0.3 million royalty receivable. See Note5.

The Company has providedno allowance for credit losses as of* September 30, 2026* and* December 31, 2025* based on historical collection experience, customer creditworthiness, the age of accounts receivable balances, regulatory changes and current economic conditions and trends that* may*affect a customer’s ability to pay.

Unbilled receivable, which was earned andnot yet billed, consists of government contracts from2024 ATI-RRPV Contract of $9.5 million and $36.8 million as of* September 30, 2026* and* December 31, 2025*, respectively, as detailed in Note5.

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

As of* September 30, 2026* and* December 31, 2025there was a significant concentration byone* contract research organization (“CRO”), which represented 93% and 90%, respectively of the Company’s total prepaid expenses balance.

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

Depreciation expense was $0.8 million for thethree months ended* September 30, 2026* and $0.9 million for thethree months ended* September 30,2025 and $2.6 million for thenine months ended September 30, 2026* and $2.7 million for thenine months ended* September**30,* 2025. There wereno impairments of the Company’s property and equipment recorded in thethree andnine months ended* September 30, 2026and2025*.

Prepaid clinical services, long-term waszero as of* September 30, 2026* and $25.2 million as of* December 31, 2025*. 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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Right-of-use assets, net comprises facilities of $9.4 million and $11.4 million as of* September 30, 2026* and* December 31, 2025*, respectively.

Intangible assets are comprised of developed technology and intellectual property. Intangible assets are carried at cost less accumulated amortization. As of* September 30, 2026*, developed technology and intellectual property had remaining lives of 3.1 years and 1.3 years, respectively. As of* September 30, 2026*, there have beenno indicators of impairment.

Intangible assets consist of the following (in thousands):

Intangible asset amortization expense was $0.2 million and $0.1 million for each of thethree months ended* September 30, 2026* and2025 respectively, and $0.5 million for each of thenine months ended* September 30, 2026* and2025.

As of* September 30, 2026*, the estimated future amortization expense by year is as follows (in thousands):

Goodwill, which represents the excess of the purchase price over the fair value of assets acquired, was $4.5 million as of* September 30, 2026* and* December 31, 2025*. As of* September 30, 2026*, there have beenno indicators of impairment.

Accounts payable were $29.8 million and $21.5 million as of* September 30, 2026* and* December 31, 2025*, respectively. As of* September 30, 2026*, there was a significant concentration byone CRO which represented 88%, of the Company’s total accounts payable balance. As of* December 31, 2025*, there was a significant concentration byone CRO andone analytical testing vendor, which represented 66% and 28%, respectively, of the Company’s total accounts payable balance.

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

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

Amounts collected or invoiced during thenine months ended* September 30, 2026* and 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 until the earnings process is complete.

Deferred collaboration revenue represents amounts received from the2025 License and Collaboration Agreement with Dynavax Technologies Corporation, a Sanofi company ("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):

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

As of* September 30, 2026* and* December 31, 2025*, there was a significant concentration byone CRO, which represented 78% and 79% of the Company’s total other accrued liabilities balances, respectively.

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