{"url_path":"/sec/vxrt/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-074576-index.html","accession_number":"0001213900-26-074576","cik":"0000072444","ticker":"VXRT","issuer_name":"Vaxart, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-074576-index.html","primary_entity_key":"0000072444","primary_entity_name":"Vaxart, Inc."},"word_count":724,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn July 1, 2026, Vaxart, Inc. (the “Company”) entered into\na Cooperation Agreement (the “Cooperation Agreement”) with Daniel P. Houle, Mark Silverberg, DDS, MD, Matthew M. Wallace,\nMD, Patrice Raffy, Q3 Nominees Pty Ltd. and Marc Eustace Pereira (collectively, the “Stockholder Group”).\n\n \n\nPursuant to the Cooperation Agreement, the Stockholder Group withdrew\nits notice nominating three director candidates for election at the Company’s 2026 Annual Meeting of Stockholders (the “2026\nAnnual Meeting”) and withdrew its demand to inspect certain books and records of the Company. The Stockholder Group also agreed\nto cooperate with the Company during the 60- to 90-day period following the 2026 Annual Meeting to identify and mutually agree upon an\nindependent director candidate (the “New Director”) who will be appointed to the Company’s Board of Directors (the “Board”).\nThe New Director will be appointed to the Nominating and Corporate Governance Committee (the “NCG Committee”) and will be\nconsidered for appointment to other committees as any other independent director with similar expertise and qualifications. If the New\nDirector is unable or unwilling to serve as a director, resigns as a director, is removed as a director, or ceases to be a director for\nany other reason prior to the termination date of the Cooperation Agreement, the Company and the Stockholder Group will cooperate in good\nfaith to identify and mutually agree upon another person to be appointed as a replacement for the New Director.\n\n \n\nFurther, the Cooperation Agreement provides that, following the conclusion\nof the 2026 Annual Meeting, the Board will (i) adopt a resignation policy applicable to incumbent director candidates in uncontested elections\nwho receive less than a majority of the votes cast in favor of their election, (ii) adopt stock ownership guidelines for directors, (iii)\nform a Clinical and Regulatory Affairs Committee, for the purpose of overseeing the advancement of the Company’s clinical and regulatory\nobjectives, to be chaired by director James B. Breitmeyer, (iv) form a Stockholder Engagement Committee, for the purpose of overseeing\nthe advancement of the Company’s relations with stockholders, to be chaired by the New Director, and (v) determine and confirm the\ncomposition of the NCG Committee and the Compensation Committee and select new committee chairs for each such committee.\n\n \n\nThe Company’s management has agreed to meet with the Stockholder\nGroup for the duration of the Cooperation Agreement at least one time per fiscal quarter following the Company’s reporting of earnings\nfor such quarter to discuss financial and strategic matters based on public information and for the Company to hear and consider the perspectives\nof the Stockholder Group. The Stockholder Group may request the additional presence of up to two directors, in addition to the Chief Executive\nOfficer at any such meeting.\n\n \n\nThe Cooperation Agreement also contains customary voting commitment,\nstandstill and non-disparagement provisions. The Company also agreed to reimburse the Stockholder Group for reasonable and documented\nout-of-pocket fees and expenses incurred by the Stockholder Group in connection with its engagement and solicitation efforts for the 2026\nAnnual Meeting, subject to a cap of $650,000.\n\n \n\nThe Cooperation Agreement will terminate on the date (the “Termination\nDate”) that is the earlier of (x) 30 days prior to the nomination deadline under the Bylaws for the nomination of director candidates\nfor election to the Board at the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and (y) 75\ndays prior to the first anniversary of the 2026 Annual Meeting; provided, however, that the Termination Date will be automatically delayed\nuntil the date that is the earlier of (x) 30 days prior to the nomination deadline under the Bylaws for the nomination of director candidates\nfor election to the Board at the 2028 Annual Meeting of Stockholders of the Company and (y) 75 days prior to the first anniversary of\nthe 2027 Annual Meeting if the Company notifies the Stockholder Group and the New Director in writing at least 30 days prior to the initial\nTermination Date that the Board has irrevocably offered to renominate the New Director for election at the 2027 Annual Meeting.\n\n \n\nThe foregoing description of the Cooperation Agreement does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached\nhereto as Exhibit 10.1 and incorporated herein by reference.\n\n \n\n2"}