{"url_path":"/sec/vxrt/proxy/2026-05-19/000121390026059134","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/72444/0001213900-26-059134-index.html","accession_number":"0001213900-26-059134","cik":"0000072444","ticker":"VXRT","issuer_name":"Vaxart, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-059134-index.html","primary_entity_key":"0000072444","primary_entity_name":"Vaxart, Inc."},"word_count":814,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0291449-8k_vaxart.htm\nCURRENT REPORT\n\n \n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 8-K**\n\n \n\n**CURRENT REPORT**\n\n**Pursuant to Section 13 or 15(d) of The Securities\nExchange Act of 1934**\n\n \n\nDate of Report (Date of earliest event reported):\nMay 19, 2026\n\n \n\n**Vaxart, Inc.**\n\n(Exact name of registrant as specified in its charter)\n\n \n\nDelaware\n \n001-35285\n \n59-1212264\n\n(State or other jurisdiction\n\nof incorporation)\n \n(Commission File Number)\n \n(IRS Employer\n\nIdentification No.)\n\n \n\n310 Utah Avenue, Suite 150, South San Francisco, California\n \n94080\n\n(Address of principal executive offices)\n \n(Zip Code)\n\n \n\nRegistrant’s telephone number, including\narea code: (650) 550-3500\n\n \n\nNot Applicable\n\n(Former name or former address, if changed since last report.)\n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐ \nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☒ \nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐ \nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n☐ \nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n \nTrading symbol\n \nName of each exchange on which registered\n\n \n \n \n \n*\n\n \n\nIndicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange\nAct of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging Growth Company ☐\n\n \n\nIf an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 13(a) of the Exchange Act. ☐\n\n \n\n*The registrant’s common stock trades exclusively on the\nOTCQX® Best Market under the symbol “VXRT.”\n\n \n\n \n\n \n\n \n\n \n\n \n\n**Item 8.01.** **Other Events.**\n\n \n\nOn\nMay 19, 2026, Vaxart, Inc. (the “Company”) issued a letter to shareholders highlighting the Company’s clinical and operational\nprogress, strategic priorities and commitment to long-term value creation and urging Vaxart shareholders to support the six director nominees\nnominated by the Company’s Board of Directors at the Company’s upcoming 2026 Annual Meeting of Stockholders (the “Annual\nMeeting”). In the letter, the Company also addresses the nomination by a shareholder of three dissident director candidates for\nelection at the Annual Meeting. A copy of the Company’s letter to shareholders and press release is attached hereto as Exhibit 99.1\nand is incorporated herein by reference.\n\n \n\nThe Company has scheduled\nthe Annual Meeting for July 16, 2026 and will file today its preliminary proxy statement and related materials with the Securities and\nExchange Commission (the “SEC”) in connection with the Annual Meeting. The Company will publish additional details regarding\nthe Annual Meeting in its definitive proxy statement for the Annual Meeting.\n\n \n\nShareholders are\nencouraged to visit Vote.Vaxart.com for additional information on Vaxart’s value creation strategy,\nits Board of Directors, and the Annual Meeting.\n\n \n\nIn order for a\nshareholder proposal to be considered for inclusion in the Company’s proxy statement and proxy card for the Annual Meeting\npursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such proposal\nmust be delivered to, or mailed to and received by, the Company’s Corporate Secretary at its corporate office at 310 Utah\nAvenue, Suite 150, South San Francisco, California 94080, no later than 5:00 p.m. (Eastern Time) on May 29, 2026, prior to the time\nbefore the Company expects to print and send its proxy materials for the Annual Meeting. Any such proposal must also meet the\nrequirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the Company’s proxy\nmaterials for the Annual Meeting. The deadline for shareholder nominations for director nominees to be considered for election at\nthe Annual Meeting pursuant to and in compliance with the advance notice provisions of the Company’s Amended and Restated\nBylaws has passed. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of such director\nnominees other than the Company’s nominees at the Annual Meeting must provide notice to the Company setting forth the\ninformation required by Rule 14a-19 under the Exchange Act, postmarked to the Corporate Secretary at the address provided above or\nemailed to the Corporate Secretary, no later than May 29, 2026.\n\n \n\n**Item 9.01Financial Statements and Exhibits.**\n\n \n\n(d) Exhibits\n\n \n\n**Exhibit No.**\n \n**Description**\n\n99.1\n \n[Press Release, dated May 19, 2026.](ea029144901ex99-1.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n1\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly\nauthorized.\n\n \n\nDate: May 19, 2026\n**VAXART, INC.**\n\n \n \n\n \n*/s/*Steven Lo\n\n \nSteven Lo\n\n \nPresident and Chief Executive Officer\n\n \n\n \n\n \n\n2"}