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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 7, 2022

 

Vaxart, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (650) 550-3500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

Item 5.07.         Submission of Matters to a Vote of Security Holders.

 

On June 7, 2022, Vaxart, Inc. (the “Company”) convened the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”). Proxies had been submitted by stockholders representing approximately 58.22% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum.

 

The six proposals listed in the proxy statement (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2022, for the meeting were not voted on at the Annual Meeting because the Company’s Board of Directors believes that it is important to provide stockholders additional time within which to vote, and therefore the Company adjourned the Annual Meeting. In particular, there were insufficient votes present at this Annual Meeting to approve Proposal 2, which is the proposal to adopt an amendment to the Company’s restated certificate of incorporation to increase the authorized number of shares of the Company’s common stock to 250,000,000 shares. Proposal 2 must be approved by a majority of the outstanding shares of common stock, however, it has not yet received a sufficient number of votes for its approval. At the time of the Annual Meeting, approximately 73.3% of the votes cast on Proposal 2 were voted in favor of its approval, which constitutes approximately 42.1% of the outstanding shares in favor. Because the Board of Directors continues to believe that Proposal 2 is advisable and in the best interests of the Company’s stockholders, the Company adjourned this Annual Meeting in order to allow additional time for its stockholders to vote and to solicit additional votes in favor of such proposal.

 

The reconvened Annual Meeting will be held on Wednesday, July 6, 2022 at 9:30 a.m. Pacific Time at the offices of the Company located at 170 Harbor Way, Suite 300, South San Francisco, California 94080, and through live webcast of the meeting, as described on the proxy card or in the instructions that accompanied the proxy materials to the Company’s stockholders.

 

During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to the proposals for the Annual Meeting. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement.

 

The close of business on April 11, 2022, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting.

 

Forward-Looking Statements

 

Statements contained or incorporated by reference in this Current Report on Form 8-K (this “Form 8-K”) which relate to other than strictly historical facts, such as statements about the Company’s plans and strategies are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” and similar expressions identify forward-looking statements that speak only as of the date of this Form 8-K. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to many factors including, but not limited to, the Company’s continuing operating losses, uncertainty of market acceptance, reliance on third party manufacturers, accumulated deficit, future capital needs, uncertainty of capital funding, dependence on limited product line and distribution channels, competition, limited marketing and manufacturing experience, and other risks detailed in the Company’s most recent Annual Report on Form 10-K and other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

 

 

Additional Information and Where to Find It

 

In connection with the Annual Meeting of stockholders, the Company filed with the SEC a definitive proxy statement of which notice was mailed to the Company’s stockholders as of the record date for the Annual Meeting of stockholders. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE ANNUAL MEETING. The Company’s stockholders may also obtain copies of the Proxy Statement, the annual report to stockholders and all other relevant documents filed or that will be filed with the SEC in connection with the Annual Meeting, without charge, once available, at the SEC’s website at http://www.sec.gov or by directing a request to: Vaxart, Inc., 170 Harbor Way, Suite 300, South San Francisco, California.

 

Participants in the Solicitation

 

The Company and certain of its respective directors, executive officers, and other members of management and employees may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Annual Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF THE COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, WHICH WAS FILED WITH THE SEC ON FEBRUARY 24, 2022 AND NOTICE OF HOW TO ACCESS SUCH ANNUAL REPORT WAS MAILED TO STOCKHOLDERS ALONG WITH THE NOTICE OF THE PROXY STATEMENT.

 

Item 7.01.         Regulation FD Disclosure.

 

On June 8, 2022, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

 

Item 9.01.         Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1         Press release issued by Vaxart, Inc. on June 8, 2022.

                  

104         Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.