{"url_path":"/sec/vxrt/proxy/2026-05-20/000121390026059237","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-059237-index.html","accession_number":"0001213900-26-059237","cik":"0000072444","ticker":"VXRT","issuer_name":"Vaxart, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-059237-index.html","primary_entity_key":"0000072444","primary_entity_name":"Vaxart, Inc."},"word_count":1136,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0291645-defa14a_vaxart.htm\nSOLICITING MATERIAL PURSUANT TO 240.14A-12\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A INFORMATION**\n\nProxy Statement Pursuant to Section 14(a) of the\nSecurities Exchange Act of 1934\n\nFiled by the Registrant\n☒\n\nFiled by a Party other than the Registrant\n☐\n\nCheck the appropriate box:\n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, for Use of the Commission Only (as permitted by 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, INC.**\n\n(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement if Other\nThan the Registrant)\n\nPayment of 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) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n*On May 19, 2026, Vaxart, Inc. sent a communication to employees\nregarding the 2026 Annual Meeting of Stockholders.*\n\nVaxart Team,\n\nThis is an important time for Vaxart. Together, we are making progress\nto redefine how vaccines are delivered and people are protected every day. Your hard work continues to propel us forward.\n\nI am reaching out today to provide an update about our upcoming Annual\nMeeting, which is scheduled for July 16, 2026. A small group of shareholders is looking to replace half of our Board with their own nominees.\nI want to make sure you understand what this means for our Company and what we’ll need from our team.\n\nOur Board and leadership team are committed to acting in the best interest\nof our Company, our shareholders and the patients who will benefit from our oral vaccines. We are pulling every lever to advance our programs\nas quickly as possible and transition toward a sustainable commercial model. At the same time, we are taking decisive actions in an evolving\nregulatory and funding environment to extend our runway and ensure we have the financial resources to advance our programs.\n\nThe group of shareholders nominated three director candidates to stand\nfor election at our upcoming Annual Meeting. Our Board reviewed these nominees and determined that they do not have the experience or\nexpertise Vaxart requires to continue advancing our programs and realizing our full value. In fact, we believe appointing their nominees\ncould derail the progress we have made.\n\nThat is why it is essential that we have the right people with the\nright experience leading our Company forward. Over the coming weeks, we will be communicating frequently about why our directors are the\nright people to continue to guide our company, and we will solicit votes from shareholders to show their support. We expect there to be\nincreased attention and scrutiny on our Company between now and the Annual Meeting.\n\nIn order for us to continue the important work we do every day, we\nneed to double-down on executing and working efficiently. We have key clinical milestones coming up and must continue to work together\nso we can deliver results that will benefit patients around the world and our shareholders.\n\nI am truly inspired by the future we are building. Thank you for your\ncontributions to Vaxart.\n\nSincerely,\n\nSteven Lo\n\nPresident & Chief Executive Officer\n\n1\n\n**Cautionary Language Concerning Forward-Looking Statements**\n\nThis communication contains forward-looking statements within the meaning\nof Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are\nsubject to the “safe harbor” provisions created by those sections, that involve substantial risks and uncertainties. All statements,\nother than statements of historical facts, included in this communication regarding Vaxart’s strategy, prospects, plans and objectives,\nresults from preclinical and clinical trials, commercialization agreements and licenses, and beliefs and expectations of management are\nforward-looking statements. These forward-looking statements may be accompanied by such words as “should,” “believe,”\n“could,” and “would,” and other words and terms of similar meaning. Actual results may differ materially from\nthose indicated by such forward-looking statements as a result of various important factors, including, but not limited to those\ndescribed in the “Risk Factors” sections of Vaxart’s most recent Annual Report on Form 10-K, including amendments thereto,\nand Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Vaxart undertakes no obligation to publicly\nupdate or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required\nby applicable law.\n\n** **\n\n**Important Additional Information and Where to Find It**\n\nVaxart intends to file definitive proxy materials with the U.S. Securities\nand Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the 2026 Annual Meeting of Stockholders. STOCKHOLDERS OF\nTHE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE\nPROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN THEIR ENTIRETY\nWHEN 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 be available at no charge at the\nCompany’s website at https://investors.vaxart.com/financials-filings/sec-filings.\n\n**Participant Information**\n\nThe Company, each of its directors (Steven Lo (President, Chief Executive\nOfficer and Principal Executive Officer, and Director), Kevin P. Finney, Elaine J. Heron, Ph.D., W. Mark Watson, David Wheadon, M.D.,\nand James B. Breitmeyer, M.D., Ph.D.) and four of its executive officers and employees in addition to Mr. Lo (Jeroen Grasman (Chief Financial\nOfficer, Principal Financial Officer, and Principal Accounting Officer), Sean Tucker, Ph.D. (Senior Vice President and Chief Scientific\nOfficer), Edward B. Berg (Senior Vice President and General Counsel), James Cummings, M.D. (Chief Medical Officer)) are deemed to be “participants”\n(as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s\nstockholders in connection with matters to be considered at the Annual Meeting. Information about the names of the Company’s directors\nand officers, their respective interests in the Company by security holdings or otherwise, and their respective compensation is set forth\nin the sections entitled “Executive Officers,” “Election of Directors,” “Executive Compensation,”\n“Director Compensation,” and “Security Ownership of Certain Beneficial Owners and Management” in the Company’s\nAmendment No. 1 to the Annual Report on Form 10-K, filed with the SEC on April 30, 2026 (available here). Supplemental information regarding\nthe participants’ holdings of the Company’s securities can be found in the Statement of Change in Ownership on Form 4 filed\nwith the SEC on May 1, 2026 with respect to Dr. Breitmeyer, available here through the SEC’s website and the Company’s investor\nrelations website.\n\n2"}