UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
VAXART, INC.
(Name of Issuer)
Common
Stock, $0.0001 par value per share
(Title of Class of Securities)
92243A200
(CUSIP Number)
January 18, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 92243A200
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
RA Capital Management, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
15,384,615 |
EACH
REPORTING
PERSON |
7 |
SOLE
DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED
DISPOSITIVE POWER
15,384,615 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,384,615 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1% |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN |
|
|
|
|
CUSIP No. 92243A200
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Peter Kolchinsky |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
15,384,615 |
EACH
REPORTING
PERSON |
7 |
SOLE
DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED
DISPOSITIVE POWER
15,384,615 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,384,615 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1% |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
|
|
|
|
CUSIP No. 92243A200
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Rajeev Shah |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
15,384,615 |
EACH
REPORTING
PERSON |
7 |
SOLE
DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED
DISPOSITIVE POWER
15,384,615 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,384,615 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1% |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
|
|
|
|
CUSIP No. 92243A200
1 |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0 |
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
15,384,615 |
EACH
REPORTING
PERSON |
7 |
SOLE
DISPOSITIVE POWER
0 |
WITH: |
8 |
SHARED
DISPOSITIVE POWER
15,384,615 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,384,615 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1% |
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
|
|
|
|
| Item 1(a). | Name
of Issuer: |
Vaxart, Inc. (the “Issuer”)
| Item 1(b). | Address
of Issuer’s Principal Executive Offices: |
170 Harbor Way, Suite 300, South San Francisco CA 94080
| Item 2(a). | Names
of Persons Filing: |
The names of the persons filing this report (collectively,
the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the “Fund”)
| Item 2(b). | Address
of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of
the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th
Floor, Boston MA 02116
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
| Item 2(d). | Title
of Class of Securities: |
Common Stock, $0.0001 par value per share (“Common
Stock”)
92243A200
| Item 3. | If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a: |
Not applicable.
The information required by this item with respect to each
Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The beneficial ownership percentages
reported are based on 168,837,448 outstanding Common Stock shares, as reported in the Issuer’s Prospectus filed on January 18, 2024
with the Securities and Exchange Commission.
The Fund directly holds 15,384,615 shares
of Common Stock.
RA Capital Healthcare Fund GP, LLC is
the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr.
Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes
of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to
vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Common
Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke
that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of
Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section
13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim
beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under
Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky,
or Mr. Shah is the beneficial owner of such securities for any other purpose.
| Item 5. | Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification
and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice
of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibit List
Exhibit 1: Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
RA CAPITAL MANAGEMENT, L.P.
By: | /s/Peter Kolchinsky |
|
| Name:Peter Kolchinsky |
|
| Title: Authorized Signatory |
|
PETER KOLCHINSKY
RAJEEV SHAH
RA CAPITAL HEALTHCARE FUND, L.P.
By: | RA Capital Healthcare Fund GP, LLC |
|
By: | /s/ Peter Kolchinsky |
|
| Name:Peter Kolchinsky |
|
| Title: Manager |
|
EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of January 18, 2024, is by and
among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively
referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, $0.0001 par value per share of Vaxart, Inc.
beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any
amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such
statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers
upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P.
By: | /s/ Peter Kolchinsky |
|
| Name: |
Peter Kolchinsky |
|
| Title: |
Authorized Signatory |
|
PETER KOLCHINSKY
RAJEEV SHAH
RA CAPITAL HEALTHCARE FUND, L.P.
By: | RA Capital Healthcare Fund GP, LLC |
|
By: | /s/ Peter Kolchinsky |
|
| Name: |
Peter Kolchinsky |
|
| Title: |
Manager |
|
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