VXRT

Vaxart Files Definitive Proxy Statement and Mails Letter to Shareholders

Vaxart pushes for board stability ahead of July proxy vote

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  <section data-block="information">
    <h3>Information</h3>
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  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Vaxart filed definitive proxy materials for its July 16, 2026 annual meeting, urging investors to vote FOR all six director nominees. The letter argues that experienced biotech leadership is essential as it advances BARDA-funded Phase 2b COVID-19 trials and a norovirus program while maintaining cash runway. Dissident nominees promise change but risk operational disruption to value creation.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Vaxart urges shareholders to vote FOR all 6 directors on July 16.</li><li>Proxy emphasizes experienced biotech leadership to advance BARDA Phase 2b and norovirus programs.</li><li>Claims dissident nominees lack public-company and biotech leadership experience.</li><li>Highlights BARDA funding restoration and Dynavax/Sanofi partnership extending cash runway to 2Q/2027.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Vaxart (VXRT)</strong>: Subject of the proxy contest; board defense reinforces continuity of strategy.</li><li><strong>Dynavax Technologies (DVAX)</strong>: Partner; BARDA funding and runway implications tied to Dynavax collaboration (now linked to Sanofi).</li><li><strong>Sanofi (SNY)</strong>: Affected through the Dynavax partnership; potential implications for pipeline financing and milestones.</li></ul>
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  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. Governance-focused investor communications around an annual meeting; stability of leadership is central to advancing clinical milestones and partnerships.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Upcoming July 16 proxy vote may trigger near-term VXRT volatility.</li><li>Milestones for BARDA Phase 2b and norovirus programs act as catalysts.</li><li>Dynavax partnership (now Sanofi) extends cash runway to 2Q2027; potential milestones.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Annual Meeting date: July 16, 2026.</li><li>Six director nominees: Breitmeyer, Finney, Heron, Lo, Watson, Wheadon.</li><li>BARDA Project NextGen Award: up to $453 million for COVID-19 Phase 2b.</li><li>BARDA stop-work order occurred August 2025; funding later restored.</li><li>Dynavax partnership extends cash runway to 2Q2027; includes a $25 million share purchase agreement.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>VXRT could rise if the White proxy wins, but trades riskier if dissident seats gain.</p>
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<article>
  <h2>Vaxart Files Definitive Proxy Statement and Mails Letter to Shareholders</h2>

  <p>Vaxart, Inc. (OTCQX: VXRT) today announced the filing of its definitive proxy materials with the Securities and Exchange Commission in connection with its upcoming Annual Meeting of Stockholders scheduled for July 16, 2026. The company emphasizes the importance of experienced biotech leadership as it advances toward multiple value-creating milestones, and urges shareholders to vote FOR ALL six director nominees on the WHITE proxy card. This release also highlights the risk of replacing Vaxart's highly qualified directors with candidates who have no relevant expertise.</p>

  <p>SOUTH SAN FRANCISCO, Calif., June 01, 2026 (GLOBE NEWSWIRE) -- Vaxart, Inc. (OTCQX: VXRT) ("Vaxart" or the "Company"), a clinical-stage biotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform, today announced that it has filed its definitive proxy materials with the Securities and Exchange Commission in connection with its upcoming Annual Meeting of Stockholders scheduled to be held on July 16, 2026.</p>

  <p>In conjunction with the definitive proxy filing, Vaxart mailed a letter to shareholders emphasizing the importance of experienced biotech leadership to continue the Company's progress as it approaches multiple value-creating milestones and highlighting the risk of replacing Vaxart's highly qualified directors with candidates who have no relevant expertise. The full text of the letter is as follows:</p>

  <section>
    <h3>The Shareholder Letter: Key Message to VXRT Investors</h3>
    <p>Dear Fellow Vaxart Shareholders:</p>

    <p>With our Annual Meeting <strong>coming up on July 16th</strong>, we are writing to ask you to vote <strong>"FOR" ALL</strong> <strong>6</strong> of the Company's highly qualified director nominees – Dr. James B. Breitmeyer, Kevin P. Finney, Dr. Elaine J. Heron, Steve Lo, W. Mark Watson and Dr. David Wheadon – on the <strong>WHITE</strong> proxy card.</p>

    <p><strong>Your vote is especially important this year.</strong> We are approaching multiple operational and clinical milestones – and achieving our goals requires the right group of leaders with relevant skills and expertise at the helm. As Vaxart enters this pivotal period, our Board and management team have the experience and expertise to lead the company forward.</p>

    <p>In contrast, a small group of shareholders with no relevant experience or expertise is seeking to add themselves to the Board and replace our highly qualified directors who are integral to Vaxart's success. <strong>Now is not the time to disrupt the Company's trajectory by replacing Vaxart directors with individuals who have never led a clinical-stage biotech company or served on the Board of a publicly traded company. </strong>We strongly believe any drastic changes like this would put the potential upside value of your investment at risk.</p>

    <p><strong>We urge you to vote the WHITE proxy card today "FOR" Vaxart's highly qualified directors and WITHHOLD on the shareholder nominees.</strong></p>

    <p align="center"><strong>VAXART IS EXECUTING KEY PRIORITIES AND HAS THE RIGHT BOARD TO ENSURE WE ARE</strong><br><strong>POSITIONED TO DELIVER VALUE FOR YOUR SHARES</strong></p>

    <p>At this critical moment for the Company, continuity, execution, and disciplined oversight matter. We are managing several key priorities that we believe have the potential to yield tremendous value, including:</p>

    <ul>
      <li>Successfully executing the BARDA-funded Phase 2b COVID-19 trial</li>
      <li>Advancing the norovirus vaccine program</li>
      <li>Maintaining financial discipline, cash runway management, and prudent capital allocation</li>
      <li>Validating platform and partnership opportunities</li>
      <li>Advancing the broader pipeline and platform</li>
    </ul>

    <p><strong>Vaxart's Board has been intentionally curated with directors who have specialized qualifications to oversee these specific workstreams. Collectively, Vaxart's directors have:</strong></p>

    <ul>
      <li>Developed and commercialized multiple approved therapies and vaccines</li>
      <li>Successfully guided public biotechnology companies</li>
      <li>Overseen major acquisitions</li>
      <li>Worked directly with global regulatory agencies and pharmaceutical partners</li>
      <li>Built, over many decades, industry relationships critical to advancing biotechnology pipeline candidates</li>
    </ul>

    <p><strong>Just in the last 18 months, we have appointed two new directors to ensure we have the right people in the boardroom to oversee the Company's execution on its strategic plan, and our average director tenure is now only 2.3 years:</strong></p>

    <ul>
      <li><strong>Dr. James Breitmeyer</strong> is a highly qualified pharmaceutical executive who has led successful development programs, company acquisitions and eight FDA approvals</li>
      <li><strong>Kevin Finney</strong> is an experienced biotech executive and director who has held numerous leadership roles in the healthcare industry across early stages of development through commercialization and has led business development efforts at multiple companies</li>
      <li>Our prior chair of the Board retired following the 2025 Annual Meeting of Stockholders</li>
      <li><strong>We continue to engage with our shareholders and have heard shareholder feedback – that is why we made the changes to the Board that we did</strong></li>
    </ul>

    <p align="center"><strong>CEO AND DIRECTOR STEVE LO IS A FIERCE VAXART ADVOCATE AND HIS INTERESTS ARE DIRECTLY ALIGNED WITH SHAREHOLDERS</strong></p>

    <p>Steve Lo joined Vaxart as CEO and director in March 2024, at a challenging time for the Company. The previous CEO had resigned earlier in the year, and Vaxart was looking to reposition itself amidst a challenging macro environment in which several biotech companies were forced to scale back or cease operations entirely.</p>

    <p><strong>Together with the Board and management team, Mr. Lo has continued to pull every lever to advance our programs as quickly as possible and preserve our ability to operate.</strong></p>

    <ul>
      <li>In June 2024, with Mr. Lo as CEO, Vaxart secured a BARDA-funded Project NextGen Award valued at up to $453 million to conduct a Phase 2b study evaluating its COVID-19 oral pill vaccine candidate. After BARDA issued a stop-work order in August 2025 for many of the vaccine programs it was supporting, Mr. Lo traveled multiple times to Washington, D.C. and successfully reestablished Vaxart's BARDA funding. It would not be an overstatement to say that he saved the Company.</li>
      <li>Mr. Lo led the negotiation of our strategic partnership with Dynavax (now Sanofi), which extended Vaxart's cash runway into the second quarter of 2027 and provides for additional potential milestone payments as development of the Company's COVID vaccine proceeds.</li>
      <li>Mr. Lo oversaw the relocation of our headquarters, as well as streamlined our footprint and workforce and reduced fixed overhead expenses, which will decrease operating expenses in the future.</li>
      <li>Mr. Lo helped negotiate a $25 million share purchase agreement, providing a flexible tool to bolster our balance sheet while minimizing dilution.</li>
    </ul>
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  <p>Shareholders can access voting resources and information at Vote.Vaxart.com.</p>

  <p>For additional information and voting resources, visit the voting tracker link here: <a href="https://www.globenewswire.com/Tracker?data=YB054I-y8P0VP2jdYknNpl6iTHI7XdWqHZFXXtr0tZQ1ifeXgApsjm7BBYXRrE7N1ZsHHCfyM5LSJRQ_sZyrgW9xJ3o6swh9ULT94uESQkM=" rel="nofollow" target="_blank"><em>Vote.Vaxart.com</em></a><em> for Additional Information and Voting Resources</em></p>

  <p><strong>Additional Background</strong></p>

  <p>Vaxart, Inc. is a clinical-stage biotechnology company focusing on oral recombinant vaccines using its proprietary delivery platform. The Company is listed on the OTCQX under the ticker VXRT.</p>

</article>

Vaxart filed definitive proxy materials for its July 16, 2026 annual meeting, urging investors to vote FOR all six director nominees. The letter argues that experienced biotech leadership is essential as it advances BARDA-funded Phase 2b COVID-19 trials and a norovirus program while maintaining cash runway. Dissident nominees promise change but risk operational disruption to value creation.

Vaxart Files Definitive Proxy Statement and Mails Letter to Shareholders

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

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