Amended Current Report Filing (8-k/a)
April 02 2018 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2018
V
AXART
, I
NC
.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35285
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59-1212264
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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290 Utah Ave
Suite 200
South San
Francisco, California 94080
(Address of principal executive offices (Zip Code)
(650)
550-3500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of
the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On February 20, 2018, Vaxart, Inc., formerly known as Aviragen Therapeutics, Inc. (
Aviragen
) filed a
Current Report on
Form 8-K
(the
Original Form
8-K
) reporting, among other items, that on February 13, 2018, Aviragen completed its merger
with what was then known as Vaxart, Inc. which changed its name to Vaxart Biosciences, Inc. immediately upon the closing of the merger (
Private Vaxart
and together with Aviragen the
Company
). This Amendment
No. 1 to Current Report on
Form 8-K
amends the Original
Form 8-K
to provide the historical audited financial statements of Private Vaxart as required by
Item 9.01(a) of Current Report on
Form 8-K.
Such financial information was excluded from the Original
Form 8-K
in reliance on the instructions to such
Items.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Private Vaxart as of and for the years ended December 31, 2017 and 2016 are filed herewith as
Exhibit 99.2 and are incorporated herein by reference. The consent of KPMG LLP, Private Vaxarts independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on
Form 8-K.
(d) Exhibits
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Incorporated by Reference
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Exhibit
Number
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Description of
Document
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Schedule/Form
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File Number
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Exhibits
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Filing
Date
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2.1
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Agreement and Plan of Merger and Reorganization, dated October
27, 2017, by and among Aviragen Therapeutics, Inc., Vaxart, Inc. and Agora Merger Sub, Inc. (included as
Annex A
to the proxy statement/prospectus/information statement forming a part of this registration statement).
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Form S-4
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333-222009
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2.1
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December 29, 2017
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2.2
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Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated February
7, 2018 by and among Aviragen Therapeutics, Inc., Vaxart, Inc. and Agora Merger Sub, Inc.
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Form 8-K
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001-35285
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2.1
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February 7, 2018
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3.1
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Certificate of Amendment to Restated Certificate of Incorporation of Aviragen, Inc.
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Form 8-K
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001-35285
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3.1
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February 20, 2018
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3.2
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Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc.
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Form 8-K
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001-35285
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3.2
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February 20, 2018
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23.1*
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Consent of KPMG LLP, Private Vaxarts independent registered public accounting firm.
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99.1
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Press release titled Vaxart, Inc. Completes Merger with Aviragen Therapeutics, Inc.; Combined Company Renamed Vaxart, Inc. and Will Begin
Trading Under New Symbol NASDAQ: VXRT issued by Vaxart, Inc. on February 13, 2018.
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Form 8-K
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001-35285
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99.1
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February 20, 2018
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99.2*
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Audited financial statements of Private Vaxart as of and for the years ended December 31, 2017 and 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VAXART, INC.
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Dated: March 30, 2018
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By:
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/s/ Wouter W. Latour, M.D.
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Name:
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Wouter W. Latour, M.D.
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Title:
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President and Chief Executive Officer
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