{"url_path":"/sec/vxrt/proxy/2026-05-20/000121390026059239","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/72444/0001213900-26-059239-index.html","accession_number":"0001213900-26-059239","cik":"0000072444","ticker":"VXRT","issuer_name":"Vaxart, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/72444/0001213900-26-059239-index.html","primary_entity_key":"0000072444","primary_entity_name":"Vaxart, Inc."},"word_count":1354,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0291648-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\n1\n\n2\n\n3\n\n4\n\n5\n\n6\n\n7\n\n8\n\n9\n\n**About Vaxart**\n\nVaxart is a clinical-stage biotechnology company developing a range\nof oral recombinant vaccines based on its proprietary delivery platform. Vaxart vaccines are designed to be administered using pills that\ncan be stored and shipped without refrigeration and eliminate the risk of needle-stick injury. Vaxart believes that its proprietary pill\nvaccine delivery platform is suitable to deliver recombinant vaccines, positioning the Company to develop oral versions of currently marketed\nvaccines and to design recombinant vaccines for new indications. Vaxart’s development programs currently include pill vaccines designed\nto protect against coronavirus, norovirus, and influenza, as well as a therapeutic vaccine for human papillomavirus (HPV), Vaxart’s\nfirst immune-oncology indication. Vaxart has filed broad domestic and international patent applications covering its proprietary technology\nand creations for oral vaccination using adenovirus and TLR3 agonists.\n\n** **\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,” “potential,” “will,” “expected,” “anticipate,” “plan,”\n“target,” “seek,” “intend,” “may,” “predict,” “project,” “would,”\nand other words and terms of similar meaning. Examples of such statements include, but are not limited to, statements relating to Vaxart’s\nability to develop and commercialize its product candidates, including its vaccine booster products; Vaxart’s expectations regarding\nclinical results and trial data, and the timing of receiving and reporting such clinical results and trial data; Vaxart’s expected\ntiming for future clinical trials; and Vaxart’s expectations with respect to the effectiveness of its product candidates; expectations\nregarding collaborations, including the collaboration with Dynavax; expectations regarding the pursuit of strategic partnerships and external\nfunding opportunities for Vaxart’s programs; expectations regarding government funding; and expectations regarding Vaxart’s\ncapital resources and funded runway. Vaxart may not actually achieve the plans, carry out the intentions, or meet the expectations or\nprojections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements.\nActual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking\nstatements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that\nVaxart makes, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints,\ncommencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates, and/or launch dates,\nas well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial\ndata are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied\nwith the design of and results from the clinical studies; decisions by regulatory authorities impacting labeling, manufacturing processes,\nand safety that could affect the availability or commercial potential of any product candidate, including the possibility that Vaxart’s\nproduct candidates may not be approved by the FDA or non-U.S. regulatory authorities; that, even if approved by the FDA or non-U.S. regulatory\nauthorities, Vaxart’s product candidates may not achieve broad market acceptance; that a Vaxart collaborator may not attain development\nand commercial milestones; that Vaxart or its partners may experience manufacturing issues and delays due to events within, or outside\nof, Vaxart’s or its partners’ control; difficulties in production, particularly in scaling up initial production, including\ndifficulties with production costs and yields, quality control, including stability of the product candidate and quality assurance testing,\nshortages of qualified personnel or key raw materials, and compliance with strictly enforced federal, state, and foreign regulations;\nthat Vaxart may not be able to obtain, maintain, and enforce necessary patent and other intellectual property protection; that Vaxart’s\ncapital resources may be inadequate; Vaxart’s ability to resolve pending legal matters; Vaxart’s ability to obtain sufficient\ncapital to fund its operations on terms acceptable to Vaxart, if at all; the impact of government healthcare proposals and policies; competitive\nfactors; and other risks and uncertainties described in the “Risk Factors” sections of Vaxart’s most recent Annual Report\non Form 10-K, including amendments thereto, and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission.\nVaxart undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future\nevents, or otherwise, except as required by applicable law.\n\n** **\n\n10\n\n**Important Additional Information and Where to Find It**\n\nVaxart intends to file a preliminary proxy statement and a white proxy\ncard with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the 2026\nAnnual Meeting of Stockholders (the “Annual Meeting”). **STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO\nREAD SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS\nFILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE\nAS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. **Stockholders will be able to obtain the Company’s\nproxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge\nat the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’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 in addition to Mr. Lo (Jeroen Grasman (Chief Financial Officer,\nPrincipal Financial Officer, and Principal Accounting Officer), Sean Tucker, Ph.D. (Senior Vice President and Chief Scientific Officer),\nEdward 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\n** **\n\n****\n\n11\n\n** **\n\n**Investor Contact**\n\nMichael Fein\n\nCampaign Management\n\n(855) 264-1527\n\n** **\n\n**Media Contact**\n\nAaron Palash / Adam Pollack\n\nJoele Frank, Wilkinson Brimmer Katcher\n\n(212) 355-4449\n\n12"}