{"url_path":"/sec/vxrt/proxy/2026-05-19/000121390026059087","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-059087-index.html","accession_number":"0001213900-26-059087","cik":"0000072444","ticker":"VXRT","issuer_name":"Vaxart, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-059087-index.html","primary_entity_key":"0000072444","primary_entity_name":"Vaxart, Inc."},"word_count":3161,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0291475-defa14a_vaxart.htm\nSOLICITING MATERIAL PURSUANT TO 240.14A-12\n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n**SCHEDULE\n14A INFORMATION**\n\nProxy\nStatement Pursuant to Section 14(a) of the Securities Exchange Act of 1934\n\nFiled by the Registrant\n☒\n\nFiled by a Party other than\nthe Registrant\n☐\n\nCheck\nthe appropriate box:\n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, for Use of the Commission Only (as permitted\nby Rule 14a-6(e)(2))\n\n☐\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☒\nSoliciting Material Pursuant to § 240.14a-12\n\n**VAXART,\nINC.**\n\n(Name\nof Registrant as Specified In Its Charter)\n\n(Name\nof Person(s) Filing Proxy Statement if Other Than the Registrant)\n\nPayment\nof Filing Fee (Check the appropriate box)\n\n☒\nNo fee required.\n\n☐\nFee paid previously with preliminary materials\n\n☐\nFee computed on table in exhibit required by Item 25(b)\nper Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n**Vaxart\nFiles Preliminary Proxy Statement and Issues Open Letter to Shareholders**\n\n** **\n\n*Company\nis Entering a Pivotal Phase to Demonstrate Value of its Unique Oral Vaccine Platform*\n\n* *\n\n*Emphasizes\nNeed for the Right Board Leadership at Critical Strategic Juncture*\n\n* *\n\n*Encourages\nShareholders to Visit*Vote.Vaxart.com *for Additional Information*\n\n* *\n\n**SOUTH\nSAN FRANCISCO, Calif., May 19, 2026 --** Vaxart, Inc. (OTCQX: VXRT) (“Vaxart” or the “Company”), a clinical-stage\nbiotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform, today announced that\nit has filed preliminary proxy materials with the Securities and Exchange Commission in connection with its upcoming Annual Meeting of\nStockholders scheduled to be held on July 16, 2026.\n\nIn\nconjunction with the preliminary proxy filing, Vaxart issued an open letter to shareholders highlighting the Board’s urgent focus\non realizing the market potential of the Company’s unique oral vaccine platform and creating value for all shareholders. The full\ntext of the letter is as follows:\n\nDear\nFellow Vaxart Shareholders:\n\nVaxart\nis entering a pivotal phase as we demonstrate the value of our unique oral vaccine platform and capitalize on our innovative scientific\nadvancements. Ahead of our upcoming 2026 Annual Meeting of Stockholders, we will be seeking your vote to support our Board of Directors,\nenabling Vaxart to continue the important work underway. Over the last year, we have:\n\n●Made\nmeaningful progress advancing our clinical roadmap;\n\n●Strengthened\nour near-term financial position to provide the runway to capture the potential upside from\nkey upcoming milestones; and\n\n●Refreshed\nand enhanced our Board with the addition of Dr. James Breitmeyer, M.D., Ph.D., who brings\nmore than 35 years of extensive clinical development, vaccine and regulatory experience.\n\nWhile\nwe are making significant progress, we understand there is more work to do. We are moving with urgency, and we are focused on proving\nthat oral delivery is the future of vaccination. We are committed to disciplined execution to realize the market potential of our platform\nand the opportunities we believe lie ahead for our shareholders.\n\nBy\ncontrast, a small group of dissident shareholders is seeking to disrupt our progress. In connection with our upcoming Annual Meeting,\nthey have nominated three candidates to replace highly qualified and engaged directors on our Board. Your support will be critical to\nensure we remain positioned for success and able to realize the value of your investment in Vaxart.\n\n1\n\n**Driving\nClinical and Operational Progress**\n\nWe\nare strategically focusing our clinical development on areas where our Vector-Adjuvant-Antigen Standardized Technology (VAAST) platform\ncan offer meaningful differentiation in areas that we believe have the potential to drive the greatest patient impact and commercial\nopportunity. The Board has prudently and deliberately positioned the Company with several potential catalysts for value creation.\n\n** **\n\n●**COVID-19\n– Platform Validation through Head-to-Head Comparison:**Our Phase 2b COVID-19 trial,\nconducted in collaboration with the U.S. Biomedical Advanced Research and Development Authority\n(BARDA), is a cornerstone of our strategic roadmap. This trial is designed as a direct head-to-head\nevaluation of our oral pill vaccine candidate against a commercially available mRNA injectable\nbooster. We believe this study has the potential to validate our technology and help redefine\nhow vaccines are delivered.\n\nThe\ntrial is fully enrolled with approximately 5,400 total participants across a 400-person sentinel cohort and an approximately\n5,000-participant main cohort. We are working toward the release of 12-month safety data from the sentinel cohort in the second\nquarter of 2026. While this sentinel data is not powered for statistical significance on efficacy, it will provide critical directional\ninsights ahead of the primary efficacy and safety readout from the 5,000-participant main cohort, which is currently anticipated\nin early 2027.\n\n●**Norovirus\n– Advancing a Potential First-in-Class Solution:**Our norovirus program represents\na significant opportunity in an expanding market where no vaccine currently exists. We are\nactively evaluating how our next-generation bivalent product candidate performs against the\nmost dominant and highly-contagious strains of norovirus, as well as other strains, while\ncontinuing to pursue partnership and external funding opportunities to support future clinical\ndevelopment activities and clinical trials**.**\n\n** **\n\n●**Influenza\n– Proving Differentiation Against Market Leaders:**We are continuing to develop our seasonal and avian influenza programs, which\ncontinue to serve as important proof points for our platform’s ability to compete with market-leading injectables. We previously\nreported positive data from a Phase 2 challenge study showing that our oral H1 influenza vaccine candidate was at least as protective\nas an approved market-leading injectable vaccine in humans. More recently, our avian influenza vaccine was found to be 100% protective\nin a robust preclinical model. These promising results demonstrate the potential of our platform for influenza, and more generally\nfor virus protection. We are continuing to evaluate the next steps for this program**.**\n\nThese\nprograms take time and resources, and our highly qualified Board and management team are pulling every lever to advance our programs\nas quickly as possible and transition toward a sustainable commercial model.\n\n**Extending\nOur Runway to Advance Our Mission**\n\nAs\na clinical-stage biotechnology company, it is essential that we have financial resources to advance our important efforts through their\nnext major value-inflection points. Throughout the year, our Board and management team have taken decisive actions in an evolving regulatory\nand funding environment to secure those resources, optimize our cost structure and extend our operating horizon.\n\n2\n\nKey\ninitiatives have significantly enhanced our financial resilience:\n\n●**Ensuring\nFunding:**In February 2025, BARDA issued a stop-work order for many of the vaccine programs\nit was supporting. Our CEO, Steven Lo, along with Vaxart management, went to Washington D.C.\nnumerous times to advocate for our Company and our shareholders. Unlike many companies that\nnever recovered from their stop-work orders1, Vaxart was able to restore funding\nto continue our ongoing COVID-19 Phase 2b study by April 2025.\n\n** **\n\n●**Entering\nStrategic Partnership Financing:**Mr. Lo developed and finalized our strategic partnership with Dynavax\n(since acquired by Sanofi) in November 2025, which has provided Vaxart with non-dilutive\ncash in the near-term and the opportunity for additional payments as we hit key development\nmilestones. This partnership also validates the promise of our oral vaccine program.\n\n** **\n\n●**Operational\nEfficiency:**We streamlined our footprint by relocating our headquarters and reducing\nfixed overhead expenses. These efforts, combined with a 21% workforce reduction implemented\nin 2025, have better aligned our internal resources with our highest-priority clinical programs.\n\n** **\n\n●**Strategic\nCapital Access:**We entered into a $25 million share purchase agreement, providing a flexible\ntool to bolster our balance sheet as needed to execute against our clinical milestones.\n\n** **\n\n●**Strong\nCash Position:**We ended the first quarter of fiscal 2026 with approximately $61 million\nin cash resources. Based on our current projections, this provides a funded runway into the\nsecond quarter of 2027.\n\n** **\n\nYour\nBoard and management team are committed to taking the necessary actions to ensure we can advance programs in a challenging environment.\nWhile some of the actions we have already taken have been difficult – including raising dilutive financing and reducing our headcount\n– we believe they have been effective in keeping Vaxart on the path to success.\n\nDue\nto the relentless efforts of our Board and management team, Vaxart has runway into the second quarter of 2027 and is positioned to\nreach key upcoming clinical milestones that, if positive, are expected to provide the Company with additional financial resources\nand create shareholder value.\n\n** **\n\n**Purpose-Built\nLeadership Overseeing Value Creation**\n\nThis\nis an important time for Vaxart, and we believe it is critical to have the right people leading the charge, with the right experience\nand relationships with key government agencies and strategic partners we need to work with. To that end, Vaxart needs a Board and leadership\nteam with the specific clinical, regulatory and operational experience and expertise required to navigate the intricacies of vaccine\ndevelopment in a challenging regulatory and financing environment. This is **not** a job for director candidates who lack this\nexperience and expertise.\n\nOur\nBoard and management team are purpose-built to meet these demands. Our directors are industry veterans who have “been there, done\nthat,” with strong track records of developing drugs, forging business relationships, and commercializing pharmaceutical solutions.\nTogether, they bring scientific credibility and institutional knowledge that are essential to advancing our oral vaccine programs, navigating\nthe complexity of the current regulatory environment and managing our financial position through critical stages of development.\n\n1Source: The 2025 Biotech Graveyard\n\n3\n\nThe\nrecent addition of Dr. Breitmeyer is a prime example of our commitment to high-level expertise. Dr. Breitmeyer brings over 35 years of\ndirectly applicable clinical and regulatory experience to our oversight efforts. We believe this specialized institutional knowledge\nis vital as we move through high-stakes clinical milestones, such as our Phase 2b COVID-19 trial, which require sophisticated execution\nand disciplined capital management.\n\nAdditionally,\nour leadership’s interests are directly aligned with shareholders. Our directors are meaningful shareholders, including our CEO,\nwho personally holds more than 2.5 million shares and has never sold a single share. With holdings tied to Vaxart’s success, we\nare operating with a shared sense of urgency alongside all shareholders, to ensure that every strategic decision we make is designed\nto drive value.\n\n**Your\nSupport at Our Upcoming Annual Meeting is Important – No Matter How Many Shares You Own**\n\nOur\nAnnual Meeting has been scheduled for July 16, 2026. **Your participation and vote at this year’s Annual Meeting will be especially\nimportant to ensure you can realize the value of your Vaxart investment.**\n\nWhile\nwe continue executing on our strategic priorities and positioning Vaxart for shareholder value creation, a group of shareholders has\nnominated three candidates of their own to replace half of the highly qualified directors on our Board. Their nominees’ professional\nbiographies show no public company experience, no clinical-stage pharmaceutical experience, no financial management experience, no capital\nmarkets experience, no regulatory experience, or any other experience that is relevant to our business.\n\n**Our\nNominating and Governance Committee and Board reviewed their nominees and determined that none of them are qualified to join our Board\nin view of our established criteria for director candidates or otherwise.**We believe replacing any of our highly qualified directors\nwith these candidates, who do not have the qualifications to steward a public company or a clinical-stage biotechnology company, would\nbe a value-destructive mistake.\n\nWe\nwill be providing you with more information in the weeks ahead about how you can take action in connection with our Annual Meeting to\nrealize the value of your investment in Vaxart.\n\n**A\nClear Focus on Delivering for Shareholders**\n\nOur\nBoard and management team are fully focused on the priorities that will drive value for shareholders. We strongly believe in the future\nof our Company and the ability of our oral vaccine programs to improve health outcomes and create shareholder value. With your support,\nwe can capture the significant opportunities ahead.\n\nThank\nyou for your continued support of Vaxart.\n\nSincerely,\n\nThe\nVaxart Board of Directors\n\nShareholders\nare encouraged to visit Vote.Vaxart.com for additional information on Vaxart’s value creation strategy, its highly qualified Board\nof Directors and its Annual Meeting of Stockholders.\n\n4\n\n**About\nVaxart**\n\nVaxart\nis a clinical-stage biotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform.\nVaxart vaccines are designed to be administered using pills that can be stored and shipped without refrigeration and eliminate the risk\nof needle-stick injury. Vaxart believes that its proprietary pill vaccine delivery platform is suitable to deliver recombinant vaccines,\npositioning the Company to develop oral versions of currently marketed vaccines and to design recombinant vaccines for new indications.\nVaxart’s development programs currently include pill vaccines designed to protect against coronavirus, norovirus, and influenza,\nas well as a therapeutic vaccine for human papillomavirus (HPV), Vaxart’s first immune-oncology indication. Vaxart has filed broad\ndomestic and international patent applications covering its proprietary technology and creations for oral vaccination using adenovirus\nand TLR3 agonists.\n\n** **\n\n**Cautionary\nLanguage Concerning Forward-Looking Statements**\n\nThis\ncommunication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section\n21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” provisions created by those\nsections, that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this\ncommunication regarding Vaxart’s strategy, prospects, plans and objectives, results from preclinical and clinical trials, commercialization\nagreements and licenses, and beliefs and expectations of management are forward-looking statements. These forward-looking statements\nmay be accompanied by such words as “should,” “believe,” “could,” “potential,” “will,”\n“expected,” “anticipate,” “plan,” “target,” “seek,” “intend,”\n“may,” “predict,” “project,” “would,” and other words and terms of similar meaning. Examples\nof such statements include, but are not limited to, statements relating to Vaxart’s ability to develop and commercialize its product\ncandidates, including its vaccine booster products; Vaxart’s expectations regarding clinical results and trial data, and the timing\nof receiving and reporting such clinical results and trial data; Vaxart’s expected timing for future clinical trials; and Vaxart’s\nexpectations with respect to the effectiveness of its product candidates; expectations regarding collaborations, including the collaboration\nwith Dynavax; expectations regarding the pursuit of strategic partnerships and external funding opportunities for Vaxart’s programs;\nexpectations regarding government funding; and expectations regarding Vaxart’s capital resources and funded runway. Vaxart may\nnot actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in the forward-looking statements,\nand you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the\nplans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual\nresults or events to differ materially from the forward-looking statements that Vaxart makes, including uncertainties inherent in research\nand development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials,\nregulatory submission dates, regulatory approval dates, and/or launch dates, as well as the possibility of unfavorable new clinical data\nand further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments\nby regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical studies;\ndecisions by regulatory authorities impacting labeling, manufacturing processes, and safety that could affect the availability or commercial\npotential of any product candidate, including the possibility that Vaxart’s product candidates may not be approved by the FDA or\nnon-U.S. regulatory authorities; that, even if approved by the FDA or non-U.S. regulatory authorities, Vaxart’s product candidates\nmay not achieve broad market acceptance; that a Vaxart collaborator may not attain development and commercial milestones; that Vaxart\nor its partners may experience manufacturing issues and delays due to events within, or outside of, Vaxart’s or its partners’\ncontrol; difficulties in production, particularly in scaling up initial production, including difficulties with production costs and\nyields, quality control, including stability of the product candidate and quality assurance testing, shortages of qualified personnel\nor key raw materials, and compliance with strictly enforced federal, state, and foreign regulations; that Vaxart may not be able to obtain,\nmaintain, and enforce necessary patent and other intellectual property protection; that Vaxart’s capital resources may be inadequate;\nVaxart’s ability to resolve pending legal matters; Vaxart’s ability to obtain sufficient capital to fund its operations on\nterms acceptable to Vaxart, if at all; the impact of government healthcare proposals and policies; competitive factors; and other risks\nand uncertainties described in the “Risk Factors” sections of Vaxart’s most recent Annual Report on Form 10-K, including\namendments thereto, and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Vaxart undertakes no obligation\nto publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except\nas required by applicable law.\n\n** **\n\n****\n\n5\n\n** **\n\n**Important\nAdditional Information and Where to Find It**\n\nVaxart\nintends to file a preliminary proxy statement and a white proxy card with the U.S. Securities and Exchange Commission (the “SEC”)\nin connection with its solicitation of proxies for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). **STOCKHOLDERS OF\nTHE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING\nWHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN\nTHEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. **Stockholders will\nbe able to obtain the Company’s proxy statement, any amendments or supplements to the proxy statement and other documents filed\nby the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also\nbe available at no charge at the Company’s website at https://investors.vaxart.com/financials-filings/sec-filings.\n\n**Participant\nInformation**\n\nThe\nCompany, each of its directors (Steven Lo (President, Chief Executive Officer and Principal Executive Officer, and Director), Kevin\nP. Finney, Elaine J. Heron, Ph.D., W. Mark Watson, David Wheadon, M.D., and James B. Breitmeyer, M.D., Ph.D.) and four of its\nexecutive officers and employees in addition to Mr. Lo (Jeroen Grasman (Chief Financial Officer, Principal Financial Officer, and\nPrincipal Accounting Officer), Sean Tucker, Ph.D. (Senior Vice President and Chief Scientific Officer), Edward B. Berg (Senior Vice\nPresident and General Counsel), James Cummings, M.D. (Chief Medical Officer)) are deemed to be “participants” (as\ndefined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the\nCompany’s stockholders in connection with matters to be considered at the Annual Meeting. Information about the names of the\nCompany’s directors and officers, their respective interests in the Company by security holdings or otherwise, and their\nrespective compensation is set forth in the sections entitled “Executive Officers,” “Election of Directors,”\n“Executive Compensation,” “Director Compensation,” and “Security Ownership of Certain Beneficial\nOwners and Management” in the Company’s Amendment No. 1 to the Annual Report on Form 10-K, filed with the SEC on April\n30, 2026 (available [here](http://www.sec.gov/Archives/edgar/data/72444/000143774926014245/vxrt20251231_10ka.htm)). Supplemental information regarding the participants’ holdings of the Company’s securities can\nbe found in the Statement of Change in Ownership on Form 4 filed with the SEC on May 1, 2026 with respect to Dr. Breitmeyer,\navailable [here](https://www.sec.gov/Archives/edgar/data/72444/000143774926014528/xslF345X06/rdgdoc.xml) through the SEC’s website and the Company’s investor relations website.\n\n** **\n\n**Investor\nContact**\n\nMichael\nFein\n\nCampaign\nManagement\n\n(855)\n264-1527\n\n** **\n\n**Media\nContact**\n\nAaron\nPalash / Adam Pollack\n\nJoele\nFrank, Wilkinson Brimmer Katcher\n\n(212)\n355-4449\n\n6"}