{"success":true,"data":{"pressRelease":{"id":"39849","rtpr_id":"nGNXbdXFyK","ticker":"VXRT","exchange":"OTC","all_tickers":["VXRT"],"title":"Vaxart Files Preliminary Proxy Statement and Issues Open Letter to Shareholders","author":"Globe Newswire","published_at":"2026-05-19T20:01:00.140Z","article_body":"Company is Entering a Pivotal Phase to Demonstrate Value of its Unique Oral\nVaccine Platform \n\nEmphasizes Need for the Right Board Leadership at Critical Strategic Juncture\n\nEncourages Shareholders to Visit Vote.Vaxart.com\n(https://www.globenewswire.com/Tracker?data=9RxRlnp_6JHDnMA96iOBYvp4vHWCS_DQbjBPliw7tQmnBzd1Udjs4kUMumTIT-AuggPd7TbP6Ae3US_jWjmO8ARj9I3W_nX1zLNzVQVhShA=)\nfor Additional Information\n\nSOUTH SAN FRANCISCO, Calif., May 19, 2026 (GLOBE NEWSWIRE) -- Vaxart, Inc.\n(OTCQX: VXRT) (“Vaxart” or the “Company”), a clinical-stage\nbiotechnology company developing a range of oral recombinant vaccines based on\nits proprietary delivery platform, today announced that it has filed\npreliminary proxy materials with the Securities and Exchange Commission in\nconnection with its upcoming Annual Meeting of Stockholders scheduled to be\nheld on July 16, 2026. \n\nIn conjunction with the preliminary proxy filing, Vaxart issued an open letter\nto shareholders highlighting the Board’s urgent focus on realizing the\nmarket potential of the Company’s unique oral vaccine platform and creating\nvalue for all shareholders. The full text of the letter is as follows:\n\nDear Fellow Vaxart Shareholders:\n\nVaxart is entering a pivotal phase as we demonstrate the value of our unique\noral vaccine platform and capitalize on our innovative scientific\nadvancements. Ahead of our upcoming 2026 Annual Meeting of Stockholders, we\nwill be seeking your vote to support our Board of Directors, enabling Vaxart\nto continue the important work underway. Over the last year, we have:\n* * Made meaningful progress advancing our clinical roadmap;\n\n* Strengthened our near-term financial position to provide the runway to\ncapture the potential upside from key upcoming milestones; and\n\n* Refreshed and enhanced our Board with the addition of Dr. James Breitmeyer,\nM.D., Ph.D., who brings more than 35 years of extensive clinical development,\nvaccine and regulatory experience.\nWhile we are making significant progress, we understand there is more work to\ndo. We are moving with urgency, and we are focused on proving that oral\ndelivery is the future of vaccination. We are committed to disciplined\nexecution to realize the market potential of our platform and the\nopportunities we believe lie ahead for our shareholders.\n\nBy contrast, a small group of dissident shareholders is seeking to disrupt our\nprogress. In connection with our upcoming Annual Meeting, they have nominated\nthree candidates to replace highly qualified and engaged directors on our\nBoard. Your support will be critical to ensure we remain positioned for\nsuccess and able to realize the value of your investment in Vaxart.\n\nDriving Clinical and Operational Progress\n\nWe are strategically focusing our clinical development on areas where our\nVector-Adjuvant-Antigen Standardized Technology (VAAST) platform can offer\nmeaningful differentiation in areas that we believe have the potential to\ndrive the greatest patient impact and commercial opportunity. The Board has\nprudently and deliberately positioned the Company with several potential\ncatalysts for value creation.\n* * COVID-19 – Platform Validation through Head-to-Head Comparison: Our\nPhase 2b COVID-19 trial, conducted in collaboration with the U.S. Biomedical\nAdvanced Research and Development Authority (BARDA), is a cornerstone of our\nstrategic roadmap. This trial is designed as a direct head-to-head evaluation\nof our oral pill vaccine candidate against a commercially available mRNA\ninjectable booster. We believe this study has the potential to validate our\ntechnology and help redefine how vaccines are delivered.\n\nThe trial is fully enrolled with approximately 5,400 total participants across\na 400-person sentinel cohort and an approximately 5,000-participant main\ncohort. We are working toward the release of 12-month safety data from the\nsentinel cohort in the second quarter of 2026. While this sentinel data is not\npowered for statistical significance on efficacy, it will provide critical\ndirectional insights ahead of the primary efficacy and safety readout from the\n5,000-participant main cohort, which is currently anticipated in early 2027.\n \n* * Norovirus – Advancing a Potential First-in-Class Solution: Our norovirus\nprogram represents a significant opportunity in an expanding market where no\nvaccine currently exists. We are actively evaluating how our next-generation\nbivalent product candidate performs against the most dominant and\nhighly-contagious strains of norovirus, as well as other strains, while\ncontinuing to pursue partnership and external funding opportunities to support\nfuture clinical development activities and clinical trials.\n\n* Influenza – Proving Differentiation Against Market Leaders: We are\ncontinuing to develop our seasonal and avian influenza programs, which\ncontinue to serve as important proof points for our platform’s ability to\ncompete with market-leading injectables. We previously reported positive data\nfrom a Phase 2 challenge study showing that our oral H1 influenza vaccine\ncandidate was at least as protective as an approved market-leading injectable\nvaccine in humans. More recently, our avian influenza vaccine was found to be\n100% protective in a robust preclinical model. These promising results\ndemonstrate the potential of our platform for influenza, and more generally\nfor virus protection. We are continuing to evaluate the next steps for this\nprogram.\nThese programs take time and resources, and our highly qualified Board and\nmanagement team are pulling every lever to advance our programs as quickly as\npossible and transition toward a sustainable commercial model.\n\nExtending Our Runway to Advance Our Mission\n\nAs a clinical-stage biotechnology company, it is essential that we have\nfinancial resources to advance our important efforts through their next major\nvalue-inflection points. Throughout the year, our Board and management team\nhave taken decisive actions in an evolving regulatory and funding environment\nto secure those resources, optimize our cost structure and extend our\noperating horizon.\n\nKey initiatives have significantly enhanced our financial resilience:\n* * Ensuring Funding: In February 2025, BARDA issued a stop-work order for\nmany of the vaccine programs it was supporting. Our CEO, Steven Lo, along with\nVaxart management, went to Washington D.C. numerous times to advocate for our\nCompany and our shareholders. Unlike many companies that never recovered from\ntheir stop-work orders(1), Vaxart was able to restore funding to continue our\nongoing COVID-19 Phase 2b study by April 2025.\n\n* Entering Strategic Partnership Financing: Mr. Lo developed and finalized our\nstrategic partnership with Dynavax (since acquired by Sanofi) in November\n2025, which has provided Vaxart with non-dilutive cash in the near-term and\nthe opportunity for additional payments as we hit key development milestones.\nThis partnership also validates the promise of our oral vaccine program.\n\n* Operational Efficiency: We streamlined our footprint by relocating our\nheadquarters and reducing fixed overhead expenses. These efforts, combined\nwith a 21% workforce reduction implemented in 2025, have better aligned our\ninternal resources with our highest-priority clinical programs.\n\n* Strategic Capital Access: We entered into a $25 million share purchase\nagreement, providing a flexible tool to bolster our balance sheet as needed to\nexecute against our clinical milestones.\n\n* Strong Cash Position: We ended the first quarter of fiscal 2026 with\napproximately $61 million in cash resources. Based on our current projections,\nthis provides a funded runway into the second quarter of 2027.\nYour Board and management team are committed to taking the necessary actions\nto ensure we can advance programs in a challenging environment. While some of\nthe actions we have already taken have been difficult – including raising\ndilutive financing and reducing our headcount – we believe they have been\neffective in keeping Vaxart on the path to success.\n\nDue to the relentless efforts of our Board and management team, Vaxart has\nrunway into the second quarter of 2027 and is positioned to reach key upcoming\nclinical milestones that, if positive, are expected to provide the Company\nwith additional financial resources and create shareholder value.\n\nPurpose-Built Leadership Overseeing Value Creation\n\nThis is an important time for Vaxart, and we believe it is critical to have\nthe right people leading the charge, with the right experience and\nrelationships with key government agencies and strategic partners we need to\nwork with. To that end, Vaxart needs a Board and leadership team with the\nspecific clinical, regulatory and operational experience and expertise\nrequired to navigate the intricacies of vaccine development in a challenging\nregulatory and financing environment. This is not a job for director\ncandidates who lack this experience and expertise.\n\nOur Board and management team are purpose-built to meet these demands. Our\ndirectors are industry veterans who have “been there, done that,” with\nstrong track records of developing drugs, forging business relationships, and\ncommercializing pharmaceutical solutions. Together, they bring scientific\ncredibility and institutional knowledge that are essential to advancing our\noral vaccine programs, navigating the complexity of the current regulatory\nenvironment and managing our financial position through critical stages of\ndevelopment.\n\nThe recent addition of Dr. Breitmeyer is a prime example of our commitment to\nhigh-level expertise. Dr. Breitmeyer brings over 35 years of directly\napplicable clinical and regulatory experience to our oversight efforts. We\nbelieve this specialized institutional knowledge is vital as we move through\nhigh-stakes clinical milestones, such as our Phase 2b COVID-19 trial, which\nrequire sophisticated execution and disciplined capital management.\n\nAdditionally, our leadership’s interests are directly aligned with\nshareholders. Our directors are meaningful shareholders, including our CEO,\nwho personally holds more than 2.5 million shares and has never sold a single\nshare. With holdings tied to Vaxart’s success, we are operating with a\nshared sense of urgency alongside all shareholders, to ensure that every\nstrategic decision we make is designed to drive value.\n\nYour Support at Our Upcoming Annual Meeting is Important – No Matter How\nMany Shares You Own\n\nOur Annual Meeting has been scheduled for July 16, 2026. Your participation\nand vote at this year’s Annual Meeting will be especially important to\nensure you can realize the value of your Vaxart investment.\n\nWhile we continue executing on our strategic priorities and positioning Vaxart\nfor shareholder value creation, a group of shareholders has nominated three\ncandidates of their own to replace half of the highly qualified directors on\nour Board. Their nominees’ professional biographies show no public company\nexperience, no clinical-stage pharmaceutical experience, no financial\nmanagement experience, no capital markets experience, no regulatory\nexperience, or any other experience that is relevant to our business.\n\nOur Nominating and Governance Committee and Board reviewed their nominees and\ndetermined that none of them are qualified to join our Board in view of our\nestablished criteria for director candidates or otherwise. We believe\nreplacing any of our highly qualified directors with these candidates, who do\nnot have the qualifications to steward a public company or a clinical-stage\nbiotechnology company, would be a value-destructive mistake.\n\nWe will be providing you with more information in the weeks ahead about how\nyou can take action in connection with our Annual Meeting to realize the value\nof your investment in Vaxart.\n\nA Clear Focus on Delivering for Shareholders\n\nOur Board and management team are fully focused on the priorities that will\ndrive value for shareholders. We strongly believe in the future of our Company\nand the ability of our oral vaccine programs to improve health outcomes and\ncreate shareholder value. With your support, we can capture the significant\nopportunities ahead.\n\nThank you for your continued support of Vaxart.\n\nSincerely,\nThe Vaxart Board of Directors\n\nShareholders are encouraged to visit Vote.Vaxart.com\n(https://www.globenewswire.com/Tracker?data=9RxRlnp_6JHDnMA96iOBYjZBSQogSSqMn5hMyzCmooDANy4jo_YrD5HUOmAYBPdVPrlkjb-UzXIqvJXsis-ol0yOlNSVBJd5aHQpW2codZM=)\nfor additional information on Vaxart’s value creation strategy, its highly\nqualified Board of Directors and its Annual Meeting of Stockholders.\n\nAbout Vaxart\n\nVaxart is a clinical-stage biotechnology company developing a range of oral\nrecombinant vaccines based on its proprietary delivery platform. Vaxart\nvaccines are designed to be administered using pills that can be stored and\nshipped without refrigeration and eliminate the risk of needle-stick injury.\nVaxart believes that its proprietary pill vaccine delivery platform is\nsuitable to deliver recombinant vaccines, positioning the Company to develop\noral versions of currently marketed vaccines and to design recombinant\nvaccines for new indications. Vaxart’s development programs currently\ninclude pill vaccines designed to protect against coronavirus, norovirus, and\ninfluenza, as well as a therapeutic vaccine for human papillomavirus (HPV),\nVaxart’s first immune-oncology indication. Vaxart has filed broad domestic\nand international patent applications covering its proprietary technology and\ncreations for oral vaccination using adenovirus and TLR3 agonists.\n\nCautionary Language Concerning Forward-Looking Statements\n\nThis communication contains forward-looking statements within the meaning of\nSection 27A of the Securities Act of 1933, as amended, and Section 21E of the\nSecurities Exchange Act of 1934, as amended, which are subject to the “safe\nharbor” provisions created by those sections, that involve substantial risks\nand uncertainties. All statements, other than statements of historical facts,\nincluded in this communication regarding Vaxart’s strategy, prospects, plans\nand objectives, results from preclinical and clinical trials,\ncommercialization agreements and licenses, and beliefs and expectations of\nmanagement are forward-looking statements. These forward-looking statements\nmay be accompanied by such words as “should,” “believe,” “could,”\n“potential,” “will,” “expected,” “anticipate,” “plan,”\n“target,” “seek,” “intend,” “may,” “predict,”\n“project,” “would,” and other words and terms of similar meaning.\nExamples of such statements include, but are not limited to, statements\nrelating to Vaxart’s ability to develop and commercialize its product\ncandidates, including its vaccine booster products; Vaxart’s expectations\nregarding clinical results and trial data, and the timing of receiving and\nreporting such clinical results and trial data; Vaxart’s expected timing for\nfuture clinical trials; and Vaxart’s expectations with respect to the\neffectiveness of its product candidates; expectations regarding\ncollaborations, including the collaboration with Dynavax; expectations\nregarding the pursuit of strategic partnerships and external funding\nopportunities for Vaxart’s programs; expectations regarding government\nfunding; and expectations regarding Vaxart’s capital resources and funded\nrunway. Vaxart may not actually achieve the plans, carry out the intentions,\nor meet the expectations or projections disclosed in the forward-looking\nstatements, and you should not place undue reliance on these forward-looking\nstatements. Actual results or events could differ materially from the plans,\nintentions, expectations, and projections disclosed in the forward-looking\nstatements. Various important factors could cause actual results or events to\ndiffer materially from the forward-looking statements that Vaxart makes,\nincluding uncertainties inherent in research and development, including the\nability to meet anticipated clinical endpoints, commencement and/or completion\ndates for clinical trials, regulatory submission dates, regulatory approval\ndates, and/or launch dates, as well as the possibility of unfavorable new\nclinical data and further analyses of existing clinical data; the risk that\nclinical trial data are subject to differing interpretations and assessments\nby regulatory authorities; whether regulatory authorities will be satisfied\nwith the design of and results from the clinical studies; decisions by\nregulatory authorities impacting labeling, manufacturing processes, and safety\nthat could affect the availability or commercial potential of any product\ncandidate, including the possibility that Vaxart’s product candidates may\nnot be approved by the FDA or non-U.S. regulatory authorities; that, even if\napproved by the FDA or non-U.S. regulatory authorities, Vaxart’s product\ncandidates may not achieve broad market acceptance; that a Vaxart collaborator\nmay not attain development and commercial milestones; that Vaxart or its\npartners may experience manufacturing issues and delays due to events within,\nor outside of, Vaxart’s or its partners’ control; difficulties in\nproduction, particularly in scaling up initial production, including\ndifficulties with production costs and yields, quality control, including\nstability of the product candidate and quality assurance testing, shortages of\nqualified personnel or key raw materials, and compliance with strictly\nenforced federal, state, and foreign regulations; that Vaxart may not be able\nto obtain, maintain, and enforce necessary patent and other intellectual\nproperty protection; that Vaxart’s capital resources may be inadequate;\nVaxart’s ability to resolve pending legal matters; Vaxart’s ability to\nobtain sufficient capital to fund its operations on terms acceptable to\nVaxart, if at all; the impact of government healthcare proposals and policies;\ncompetitive factors; and other risks and uncertainties described in the\n“Risk Factors” sections of Vaxart’s most recent Annual Report on Form\n10-K, including amendments thereto, and Quarterly Reports on Form 10-Q filed\nwith the U.S. Securities and Exchange Commission. Vaxart undertakes no\nobligation to publicly update or revise any forward-looking statements,\nwhether as a result of new information, future events, or otherwise, except as\nrequired by applicable law.\n\nImportant Additional Information and Where to Find It \n \nVaxart intends to file a preliminary proxy statement and a white proxy card\nwith the U.S. Securities and Exchange Commission (the “SEC”) in connection\nwith its solicitation of proxies for the 2026 Annual Meeting of Stockholders\n(the “Annual Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY\nENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR\nSUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER\nDOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL\nMEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY\nWILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL\nMEETING. Stockholders will be able to obtain the Company’s proxy\nstatement, any amendments or supplements to the proxy statement and other\ndocuments filed by the Company with the SEC at no charge at the SEC’s\nwebsite at www.sec.gov. Copies will also be available at no charge at the\nCompany’s website\nat https://investors.vaxart.com/financials-filings/sec-filings.\n\nParticipant Information\n\nThe Company, each of its directors (Steven Lo (President, Chief Executive\nOfficer and Principal Executive Officer, and Director), Kevin P. Finney,\nElaine J. Heron, Ph.D., W. Mark Watson, David Wheadon, M.D., and James B.\nBreitmeyer, M.D., Ph.D.) and four of its executive officers and employees in\naddition to Mr. Lo (Jeroen Grasman (Chief Financial Officer, Principal\nFinancial Officer, and Principal Accounting Officer), Sean Tucker, Ph.D.\n(Senior Vice President and Chief Scientific Officer), Edward B. Berg (Senior\nVice President and General Counsel), James Cummings, M.D. (Chief Medical\nOfficer)) are deemed to be “participants” (as defined in Schedule 14A\nunder the Securities Exchange Act of 1934, as amended) in the solicitation of\nproxies from the Company’s stockholders in connection with matters to be\nconsidered at the Annual Meeting. Information about the names of the\nCompany’s directors and officers, their respective interests in the Company\nby security holdings or otherwise, and their respective compensation is set\nforth in the sections entitled “Executive Officers,” “Election of\nDirectors,” “Executive Compensation,” “Director Compensation,” and\n“Security Ownership of Certain Beneficial Owners and Management” in the\nCompany’s Amendment No. 1 to the Annual Report on Form 10-K, filed with the\nSEC on April 30, 2026 (available here\n(https://www.globenewswire.com/Tracker?data=CLEKZU87xVUX9iHgO5oBo_edlpKB7bOGz-juOk0bhpBj6HFkqvKNfbrpCH4O_ZIFAiVJuAS96w2KtM34vnFVk7gJNYzFqrpDS7uJzMiK3zOq60TCpWRlM85iuND50XRw5diOjScoJuEchGv9lr9BD9TbkBk-YKBqq1eHsGtzLFw=)).\nSupplemental information regarding the participants’ holdings of the\nCompany’s securities can be found in the Statement of Change in Ownership on\nForm 4 filed with the SEC on May 1, 2026 with respect to Dr. Breitmeyer,\navailable here\n(https://www.globenewswire.com/Tracker?data=CLEKZU87xVUX9iHgO5oBo2GFbSdaY_Q04xDAqCHiDr7FyM1zqjBPKXula9TxRVB5JgHq0vSa6CmS4DI9n6LEVM3TEFyBqKeEb1TRiy5sKeWeTTWGWuz6mcenCfpRXVeJt0J5vMWlPFXS6JFSaTxL0fXrfeStSXWzzjx7beZfBEA=)\nthrough the SEC’s website and the Company’s investor relations website.\n\nInvestor Contact\n\nMichael Fein\nCampaign Management\n(855) 264-1527\n\nMedia Contact\n\nAaron Palash / Adam Pollack \nJoele Frank, Wilkinson Brimmer Katcher\n(212) 355-4449\n\n(1) Source: The 2025 Biotech Graveyard\n(https://www.globenewswire.com/Tracker?data=zn1ivuEOp8AaWJhsqxlLLBRAWyG7CzzCVOSMuTi-bwEY82cC2_IgYfRxonNeG5PBcOT6QkK6RME_O6iXDs9vbNb1yMEmTxKuBaOdVpIdCiL1UDlBmll9VcSw5uKAVqd72eGTox2JNRMO-RsVGKiAoXhONoDHaUfnrUq-iR9Csx4=)\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/aedaf06c-26f8-482c-ac72-39774eab2c35)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXbdXFyK","title":"Vaxart Files Preliminary Proxy Statement and Issues Open Letter to Shareholders","author":"Globe Newswire","ticker":"VXRT","created":"2026-05-19T20:01:00.140Z","tickers":["VXRT"],"exchange":"OTC","article_body":"Company is Entering a Pivotal Phase to Demonstrate Value of its Unique Oral\nVaccine Platform \n\nEmphasizes Need for the Right Board Leadership at Critical Strategic Juncture\n\nEncourages Shareholders to Visit Vote.Vaxart.com\n(https://www.globenewswire.com/Tracker?data=9RxRlnp_6JHDnMA96iOBYvp4vHWCS_DQbjBPliw7tQmnBzd1Udjs4kUMumTIT-AuggPd7TbP6Ae3US_jWjmO8ARj9I3W_nX1zLNzVQVhShA=)\nfor Additional Information\n\nSOUTH SAN FRANCISCO, Calif., May 19, 2026 (GLOBE NEWSWIRE) -- Vaxart, Inc.\n(OTCQX: VXRT) (“Vaxart” or the “Company”), a clinical-stage\nbiotechnology company developing a range of oral recombinant vaccines based on\nits proprietary delivery platform, today announced that it has filed\npreliminary proxy materials with the Securities and Exchange Commission in\nconnection with its upcoming Annual Meeting of Stockholders scheduled to be\nheld on July 16, 2026. \n\nIn conjunction with the preliminary proxy filing, Vaxart issued an open letter\nto shareholders highlighting the Board’s urgent focus on realizing the\nmarket potential of the Company’s unique oral vaccine platform and creating\nvalue for all shareholders. The full text of the letter is as follows:\n\nDear Fellow Vaxart Shareholders:\n\nVaxart is entering a pivotal phase as we demonstrate the value of our unique\noral vaccine platform and capitalize on our innovative scientific\nadvancements. Ahead of our upcoming 2026 Annual Meeting of Stockholders, we\nwill be seeking your vote to support our Board of Directors, enabling Vaxart\nto continue the important work underway. Over the last year, we have:\n* * Made meaningful progress advancing our clinical roadmap;\n\n* Strengthened our near-term financial position to provide the runway to\ncapture the potential upside from key upcoming milestones; and\n\n* Refreshed and enhanced our Board with the addition of Dr. James Breitmeyer,\nM.D., Ph.D., who brings more than 35 years of extensive clinical development,\nvaccine and regulatory experience.\nWhile we are making significant progress, we understand there is more work to\ndo. We are moving with urgency, and we are focused on proving that oral\ndelivery is the future of vaccination. We are committed to disciplined\nexecution to realize the market potential of our platform and the\nopportunities we believe lie ahead for our shareholders.\n\nBy contrast, a small group of dissident shareholders is seeking to disrupt our\nprogress. In connection with our upcoming Annual Meeting, they have nominated\nthree candidates to replace highly qualified and engaged directors on our\nBoard. Your support will be critical to ensure we remain positioned for\nsuccess and able to realize the value of your investment in Vaxart.\n\nDriving Clinical and Operational Progress\n\nWe are strategically focusing our clinical development on areas where our\nVector-Adjuvant-Antigen Standardized Technology (VAAST) platform can offer\nmeaningful differentiation in areas that we believe have the potential to\ndrive the greatest patient impact and commercial opportunity. The Board has\nprudently and deliberately positioned the Company with several potential\ncatalysts for value creation.\n* * COVID-19 – Platform Validation through Head-to-Head Comparison: Our\nPhase 2b COVID-19 trial, conducted in collaboration with the U.S. Biomedical\nAdvanced Research and Development Authority (BARDA), is a cornerstone of our\nstrategic roadmap. This trial is designed as a direct head-to-head evaluation\nof our oral pill vaccine candidate against a commercially available mRNA\ninjectable booster. We believe this study has the potential to validate our\ntechnology and help redefine how vaccines are delivered.\n\nThe trial is fully enrolled with approximately 5,400 total participants across\na 400-person sentinel cohort and an approximately 5,000-participant main\ncohort. We are working toward the release of 12-month safety data from the\nsentinel cohort in the second quarter of 2026. While this sentinel data is not\npowered for statistical significance on efficacy, it will provide critical\ndirectional insights ahead of the primary efficacy and safety readout from the\n5,000-participant main cohort, which is currently anticipated in early 2027.\n \n* * Norovirus – Advancing a Potential First-in-Class Solution: Our norovirus\nprogram represents a significant opportunity in an expanding market where no\nvaccine currently exists. We are actively evaluating how our next-generation\nbivalent product candidate performs against the most dominant and\nhighly-contagious strains of norovirus, as well as other strains, while\ncontinuing to pursue partnership and external funding opportunities to support\nfuture clinical development activities and clinical trials.\n\n* Influenza – Proving Differentiation Against Market Leaders: We are\ncontinuing to develop our seasonal and avian influenza programs, which\ncontinue to serve as important proof points for our platform’s ability to\ncompete with market-leading injectables. We previously reported positive data\nfrom a Phase 2 challenge study showing that our oral H1 influenza vaccine\ncandidate was at least as protective as an approved market-leading injectable\nvaccine in humans. More recently, our avian influenza vaccine was found to be\n100% protective in a robust preclinical model. These promising results\ndemonstrate the potential of our platform for influenza, and more generally\nfor virus protection. We are continuing to evaluate the next steps for this\nprogram.\nThese programs take time and resources, and our highly qualified Board and\nmanagement team are pulling every lever to advance our programs as quickly as\npossible and transition toward a sustainable commercial model.\n\nExtending Our Runway to Advance Our Mission\n\nAs a clinical-stage biotechnology company, it is essential that we have\nfinancial resources to advance our important efforts through their next major\nvalue-inflection points. Throughout the year, our Board and management team\nhave taken decisive actions in an evolving regulatory and funding environment\nto secure those resources, optimize our cost structure and extend our\noperating horizon.\n\nKey initiatives have significantly enhanced our financial resilience:\n* * Ensuring Funding: In February 2025, BARDA issued a stop-work order for\nmany of the vaccine programs it was supporting. Our CEO, Steven Lo, along with\nVaxart management, went to Washington D.C. numerous times to advocate for our\nCompany and our shareholders. Unlike many companies that never recovered from\ntheir stop-work orders(1), Vaxart was able to restore funding to continue our\nongoing COVID-19 Phase 2b study by April 2025.\n\n* Entering Strategic Partnership Financing: Mr. Lo developed and finalized our\nstrategic partnership with Dynavax (since acquired by Sanofi) in November\n2025, which has provided Vaxart with non-dilutive cash in the near-term and\nthe opportunity for additional payments as we hit key development milestones.\nThis partnership also validates the promise of our oral vaccine program.\n\n* Operational Efficiency: We streamlined our footprint by relocating our\nheadquarters and reducing fixed overhead expenses. These efforts, combined\nwith a 21% workforce reduction implemented in 2025, have better aligned our\ninternal resources with our highest-priority clinical programs.\n\n* Strategic Capital Access: We entered into a $25 million share purchase\nagreement, providing a flexible tool to bolster our balance sheet as needed to\nexecute against our clinical milestones.\n\n* Strong Cash Position: We ended the first quarter of fiscal 2026 with\napproximately $61 million in cash resources. Based on our current projections,\nthis provides a funded runway into the second quarter of 2027.\nYour Board and management team are committed to taking the necessary actions\nto ensure we can advance programs in a challenging environment. While some of\nthe actions we have already taken have been difficult – including raising\ndilutive financing and reducing our headcount – we believe they have been\neffective in keeping Vaxart on the path to success.\n\nDue to the relentless efforts of our Board and management team, Vaxart has\nrunway into the second quarter of 2027 and is positioned to reach key upcoming\nclinical milestones that, if positive, are expected to provide the Company\nwith additional financial resources and create shareholder value.\n\nPurpose-Built Leadership Overseeing Value Creation\n\nThis is an important time for Vaxart, and we believe it is critical to have\nthe right people leading the charge, with the right experience and\nrelationships with key government agencies and strategic partners we need to\nwork with. To that end, Vaxart needs a Board and leadership team with the\nspecific clinical, regulatory and operational experience and expertise\nrequired to navigate the intricacies of vaccine development in a challenging\nregulatory and financing environment. This is not a job for director\ncandidates who lack this experience and expertise.\n\nOur Board and management team are purpose-built to meet these demands. Our\ndirectors are industry veterans who have “been there, done that,” with\nstrong track records of developing drugs, forging business relationships, and\ncommercializing pharmaceutical solutions. Together, they bring scientific\ncredibility and institutional knowledge that are essential to advancing our\noral vaccine programs, navigating the complexity of the current regulatory\nenvironment and managing our financial position through critical stages of\ndevelopment.\n\nThe recent addition of Dr. Breitmeyer is a prime example of our commitment to\nhigh-level expertise. Dr. Breitmeyer brings over 35 years of directly\napplicable clinical and regulatory experience to our oversight efforts. We\nbelieve this specialized institutional knowledge is vital as we move through\nhigh-stakes clinical milestones, such as our Phase 2b COVID-19 trial, which\nrequire sophisticated execution and disciplined capital management.\n\nAdditionally, our leadership’s interests are directly aligned with\nshareholders. Our directors are meaningful shareholders, including our CEO,\nwho personally holds more than 2.5 million shares and has never sold a single\nshare. With holdings tied to Vaxart’s success, we are operating with a\nshared sense of urgency alongside all shareholders, to ensure that every\nstrategic decision we make is designed to drive value.\n\nYour Support at Our Upcoming Annual Meeting is Important – No Matter How\nMany Shares You Own\n\nOur Annual Meeting has been scheduled for July 16, 2026. Your participation\nand vote at this year’s Annual Meeting will be especially important to\nensure you can realize the value of your Vaxart investment.\n\nWhile we continue executing on our strategic priorities and positioning Vaxart\nfor shareholder value creation, a group of shareholders has nominated three\ncandidates of their own to replace half of the highly qualified directors on\nour Board. Their nominees’ professional biographies show no public company\nexperience, no clinical-stage pharmaceutical experience, no financial\nmanagement experience, no capital markets experience, no regulatory\nexperience, or any other experience that is relevant to our business.\n\nOur Nominating and Governance Committee and Board reviewed their nominees and\ndetermined that none of them are qualified to join our Board in view of our\nestablished criteria for director candidates or otherwise. We believe\nreplacing any of our highly qualified directors with these candidates, who do\nnot have the qualifications to steward a public company or a clinical-stage\nbiotechnology company, would be a value-destructive mistake.\n\nWe will be providing you with more information in the weeks ahead about how\nyou can take action in connection with our Annual Meeting to realize the value\nof your investment in Vaxart.\n\nA Clear Focus on Delivering for Shareholders\n\nOur Board and management team are fully focused on the priorities that will\ndrive value for shareholders. We strongly believe in the future of our Company\nand the ability of our oral vaccine programs to improve health outcomes and\ncreate shareholder value. With your support, we can capture the significant\nopportunities ahead.\n\nThank you for your continued support of Vaxart.\n\nSincerely,\nThe Vaxart Board of Directors\n\nShareholders are encouraged to visit Vote.Vaxart.com\n(https://www.globenewswire.com/Tracker?data=9RxRlnp_6JHDnMA96iOBYjZBSQogSSqMn5hMyzCmooDANy4jo_YrD5HUOmAYBPdVPrlkjb-UzXIqvJXsis-ol0yOlNSVBJd5aHQpW2codZM=)\nfor additional information on Vaxart’s value creation strategy, its highly\nqualified Board of Directors and its Annual Meeting of Stockholders.\n\nAbout Vaxart\n\nVaxart is a clinical-stage biotechnology company developing a range of oral\nrecombinant vaccines based on its proprietary delivery platform. Vaxart\nvaccines are designed to be administered using pills that can be stored and\nshipped without refrigeration and eliminate the risk of needle-stick injury.\nVaxart believes that its proprietary pill vaccine delivery platform is\nsuitable to deliver recombinant vaccines, positioning the Company to develop\noral versions of currently marketed vaccines and to design recombinant\nvaccines for new indications. Vaxart’s development programs currently\ninclude pill vaccines designed to protect against coronavirus, norovirus, and\ninfluenza, as well as a therapeutic vaccine for human papillomavirus (HPV),\nVaxart’s first immune-oncology indication. Vaxart has filed broad domestic\nand international patent applications covering its proprietary technology and\ncreations for oral vaccination using adenovirus and TLR3 agonists.\n\nCautionary Language Concerning Forward-Looking Statements\n\nThis communication contains forward-looking statements within the meaning of\nSection 27A of the Securities Act of 1933, as amended, and Section 21E of the\nSecurities Exchange Act of 1934, as amended, which are subject to the “safe\nharbor” provisions created by those sections, that involve substantial risks\nand uncertainties. All statements, other than statements of historical facts,\nincluded in this communication regarding Vaxart’s strategy, prospects, plans\nand objectives, results from preclinical and clinical trials,\ncommercialization agreements and licenses, and beliefs and expectations of\nmanagement are forward-looking statements. These forward-looking statements\nmay be accompanied by such words as “should,” “believe,” “could,”\n“potential,” “will,” “expected,” “anticipate,” “plan,”\n“target,” “seek,” “intend,” “may,” “predict,”\n“project,” “would,” and other words and terms of similar meaning.\nExamples of such statements include, but are not limited to, statements\nrelating to Vaxart’s ability to develop and commercialize its product\ncandidates, including its vaccine booster products; Vaxart’s expectations\nregarding clinical results and trial data, and the timing of receiving and\nreporting such clinical results and trial data; Vaxart’s expected timing for\nfuture clinical trials; and Vaxart’s expectations with respect to the\neffectiveness of its product candidates; expectations regarding\ncollaborations, including the collaboration with Dynavax; expectations\nregarding the pursuit of strategic partnerships and external funding\nopportunities for Vaxart’s programs; expectations regarding government\nfunding; and expectations regarding Vaxart’s capital resources and funded\nrunway. Vaxart may not actually achieve the plans, carry out the intentions,\nor meet the expectations or projections disclosed in the forward-looking\nstatements, and you should not place undue reliance on these forward-looking\nstatements. Actual results or events could differ materially from the plans,\nintentions, expectations, and projections disclosed in the forward-looking\nstatements. Various important factors could cause actual results or events to\ndiffer materially from the forward-looking statements that Vaxart makes,\nincluding uncertainties inherent in research and development, including the\nability to meet anticipated clinical endpoints, commencement and/or completion\ndates for clinical trials, regulatory submission dates, regulatory approval\ndates, and/or launch dates, as well as the possibility of unfavorable new\nclinical data and further analyses of existing clinical data; the risk that\nclinical trial data are subject to differing interpretations and assessments\nby regulatory authorities; whether regulatory authorities will be satisfied\nwith the design of and results from the clinical studies; decisions by\nregulatory authorities impacting labeling, manufacturing processes, and safety\nthat could affect the availability or commercial potential of any product\ncandidate, including the possibility that Vaxart’s product candidates may\nnot be approved by the FDA or non-U.S. regulatory authorities; that, even if\napproved by the FDA or non-U.S. regulatory authorities, Vaxart’s product\ncandidates may not achieve broad market acceptance; that a Vaxart collaborator\nmay not attain development and commercial milestones; that Vaxart or its\npartners may experience manufacturing issues and delays due to events within,\nor outside of, Vaxart’s or its partners’ control; difficulties in\nproduction, particularly in scaling up initial production, including\ndifficulties with production costs and yields, quality control, including\nstability of the product candidate and quality assurance testing, shortages of\nqualified personnel or key raw materials, and compliance with strictly\nenforced federal, state, and foreign regulations; that Vaxart may not be able\nto obtain, maintain, and enforce necessary patent and other intellectual\nproperty protection; that Vaxart’s capital resources may be inadequate;\nVaxart’s ability to resolve pending legal matters; Vaxart’s ability to\nobtain sufficient capital to fund its operations on terms acceptable to\nVaxart, if at all; the impact of government healthcare proposals and policies;\ncompetitive factors; and other risks and uncertainties described in the\n“Risk Factors” sections of Vaxart’s most recent Annual Report on Form\n10-K, including amendments thereto, and Quarterly Reports on Form 10-Q filed\nwith the U.S. Securities and Exchange Commission. Vaxart undertakes no\nobligation to publicly update or revise any forward-looking statements,\nwhether as a result of new information, future events, or otherwise, except as\nrequired by applicable law.\n\nImportant Additional Information and Where to Find It \n \nVaxart intends to file a preliminary proxy statement and a white proxy card\nwith the U.S. Securities and Exchange Commission (the “SEC”) in connection\nwith its solicitation of proxies for the 2026 Annual Meeting of Stockholders\n(the “Annual Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY\nENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR\nSUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER\nDOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL\nMEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY\nWILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL\nMEETING. Stockholders will be able to obtain the Company’s proxy\nstatement, any amendments or supplements to the proxy statement and other\ndocuments filed by the Company with the SEC at no charge at the SEC’s\nwebsite at www.sec.gov. Copies will also be available at no charge at the\nCompany’s website\nat https://investors.vaxart.com/financials-filings/sec-filings.\n\nParticipant Information\n\nThe Company, each of its directors (Steven Lo (President, Chief Executive\nOfficer and Principal Executive Officer, and Director), Kevin P. Finney,\nElaine J. Heron, Ph.D., W. Mark Watson, David Wheadon, M.D., and James B.\nBreitmeyer, M.D., Ph.D.) and four of its executive officers and employees in\naddition to Mr. Lo (Jeroen Grasman (Chief Financial Officer, Principal\nFinancial Officer, and Principal Accounting Officer), Sean Tucker, Ph.D.\n(Senior Vice President and Chief Scientific Officer), Edward B. Berg (Senior\nVice President and General Counsel), James Cummings, M.D. (Chief Medical\nOfficer)) are deemed to be “participants” (as defined in Schedule 14A\nunder the Securities Exchange Act of 1934, as amended) in the solicitation of\nproxies from the Company’s stockholders in connection with matters to be\nconsidered at the Annual Meeting. Information about the names of the\nCompany’s directors and officers, their respective interests in the Company\nby security holdings or otherwise, and their respective compensation is set\nforth in the sections entitled “Executive Officers,” “Election of\nDirectors,” “Executive Compensation,” “Director Compensation,” and\n“Security Ownership of Certain Beneficial Owners and Management” in the\nCompany’s Amendment No. 1 to the Annual Report on Form 10-K, filed with the\nSEC on April 30, 2026 (available here\n(https://www.globenewswire.com/Tracker?data=CLEKZU87xVUX9iHgO5oBo_edlpKB7bOGz-juOk0bhpBj6HFkqvKNfbrpCH4O_ZIFAiVJuAS96w2KtM34vnFVk7gJNYzFqrpDS7uJzMiK3zOq60TCpWRlM85iuND50XRw5diOjScoJuEchGv9lr9BD9TbkBk-YKBqq1eHsGtzLFw=)).\nSupplemental information regarding the participants’ holdings of the\nCompany’s securities can be found in the Statement of Change in Ownership on\nForm 4 filed with the SEC on May 1, 2026 with respect to Dr. Breitmeyer,\navailable here\n(https://www.globenewswire.com/Tracker?data=CLEKZU87xVUX9iHgO5oBo2GFbSdaY_Q04xDAqCHiDr7FyM1zqjBPKXula9TxRVB5JgHq0vSa6CmS4DI9n6LEVM3TEFyBqKeEb1TRiy5sKeWeTTWGWuz6mcenCfpRXVeJt0J5vMWlPFXS6JFSaTxL0fXrfeStSXWzzjx7beZfBEA=)\nthrough the SEC’s website and the Company’s investor relations website.\n\nInvestor Contact\n\nMichael Fein\nCampaign Management\n(855) 264-1527\n\nMedia Contact\n\nAaron Palash / Adam Pollack \nJoele Frank, Wilkinson Brimmer Katcher\n(212) 355-4449\n\n(1) Source: The 2025 Biotech Graveyard\n(https://www.globenewswire.com/Tracker?data=zn1ivuEOp8AaWJhsqxlLLBRAWyG7CzzCVOSMuTi-bwEY82cC2_IgYfRxonNeG5PBcOT6QkK6RME_O6iXDs9vbNb1yMEmTxKuBaOdVpIdCiL1UDlBmll9VcSw5uKAVqd72eGTox2JNRMO-RsVGKiAoXhONoDHaUfnrUq-iR9Csx4=)\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/aedaf06c-26f8-482c-ac72-39774eab2c35)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-05-19T20:01:00.191652053Z","server_sent_at_ms":1779220860191},"received_at":"2026-05-19T20:01:00.354Z","source_url":null},"analysis":{"id":"29289","press_release_id":"39849","analysis_json":{"industry":{"label":"Biotechnology","sector":"Health Care"},"redFlags":["Active proxy contest with dissident shareholders seeking to replace half the board","Company describes dissident nominees as lacking relevant experience, signaling a contentious governance battle","Reliance on dilutive financing ($25M share purchase agreement) to extend runway"],"eventType":"board_change","narrative":"Vaxart filed preliminary proxy materials for its July 16, 2026 Annual Meeting, issuing an open letter urging shareholders to support the incumbent board against three dissident nominees.\n\nThe company highlights a $61 million cash position providing runway into Q2 2027, supported by a recent $25 million share purchase agreement and a strategic partnership with Dynavax (now Sanofi).\n\nVaxart is advancing its oral vaccine platform with a Phase 2b COVID-19 trial (5,400 participants) and norovirus/influenza programs, while defending its board's expertise against critics who lack pharma experience.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"Vaxart launches proxy battle against dissident shareholders, highlighting clinical progress and cash runway to defend incumbent board."},"keyFigures":{"customDimensions":{"runway":"Q2 2027","cash_resources":61000000,"ceo_shares_held":2500000,"workforce_reduction_pct":21,"covid_trial_participants":5400,"share_purchase_agreement":25000000}},"quotedText":"Vaxart is entering a pivotal phase as we demonstrate the value of our unique oral vaccine platform and capitalize on our innovative scientific advancements.","namedEntities":{"people":[{"name":"Steven Lo","role":"CEO"},{"name":"James Breitmeyer","role":"Director"},{"name":"Kevin P. Finney","role":"Director"},{"name":"Elaine J. Heron","role":"Director"},{"name":"W. Mark Watson","role":"Director"},{"name":"David Wheadon","role":"Director"},{"name":"Jeroen Grasman","role":"CFO"},{"name":"Sean Tucker","role":"CSO"},{"name":"Edward B. Berg","role":"General Counsel"},{"name":"James Cummings","role":"CMO"},{"name":"Michael Fein","role":"Campaign Management"},{"name":"Aaron Palash","role":"Media Contact"},{"name":"Adam Pollack","role":"Media Contact"}],"products":["VAAST platform","oral COVID-19 vaccine","norovirus vaccine","influenza vaccine","HPV therapeutic vaccine"],"companies":[{"name":"Vaxart, Inc.","ticker":"VXRT","relationship":"filer"},{"name":"Dynavax","relationship":"partner"},{"name":"Sanofi","relationship":"acquirer of partner"},{"name":"BARDA","relationship":"government funder"},{"name":"Wilkinson Brimmer Katcher","relationship":"PR firm"}],"dollarAmounts":[{"amount":"$61 million","context":"cash resources at end of Q1 FY2026"},{"amount":"$25 million","context":"share purchase agreement"}]},"materialImpact":{"score":2,"reasoning":"The release is primarily a proxy solicitation and open letter regarding an upcoming board election contest. While it highlights operational progress (clinical trials, cash runway), the core event is a governance dispute. The company is defending its board against dissident nominees, which creates uncertainty but is not a material fundamental shift in itself."},"tickerRelevance":{"others":[{"ticker":"SNY","relevance":"acquirer of partner Dynavax"}],"primary":"VXRT"},"globalImportance":25,"audienceRelevance":30,"eventTypeSecondary":["operations_update"],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"proxy_contest","sectorWeight":"biotech","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"event_type":"board_change","event_type_secondary":["operations_update"],"sentiment":"neutral","material_impact_score":2,"narrative":"Vaxart filed preliminary proxy materials for its July 16, 2026 Annual Meeting, issuing an open letter urging shareholders to support the incumbent board against three dissident nominees.\n\nThe company highlights a $61 million cash position providing runway into Q2 2027, supported by a recent $25 million share purchase agreement and a strategic partnership with Dynavax (now Sanofi).\n\nVaxart is advancing its oral vaccine platform with a Phase 2b COVID-19 trial (5,400 participants) and norovirus/influenza programs, while defending its board's expertise against critics who lack pharma experience.","key_figures":{"customDimensions":{"runway":"Q2 2027","cash_resources":61000000,"ceo_shares_held":2500000,"workforce_reduction_pct":21,"covid_trial_participants":5400,"share_purchase_agreement":25000000}},"named_entities":{"people":[{"name":"Steven Lo","role":"CEO"},{"name":"James Breitmeyer","role":"Director"},{"name":"Kevin P. Finney","role":"Director"},{"name":"Elaine J. Heron","role":"Director"},{"name":"W. Mark Watson","role":"Director"},{"name":"David Wheadon","role":"Director"},{"name":"Jeroen Grasman","role":"CFO"},{"name":"Sean Tucker","role":"CSO"},{"name":"Edward B. Berg","role":"General Counsel"},{"name":"James Cummings","role":"CMO"},{"name":"Michael Fein","role":"Campaign Management"},{"name":"Aaron Palash","role":"Media Contact"},{"name":"Adam Pollack","role":"Media Contact"}],"products":["VAAST platform","oral COVID-19 vaccine","norovirus vaccine","influenza vaccine","HPV therapeutic vaccine"],"companies":[{"name":"Vaxart, Inc.","ticker":"VXRT","relationship":"filer"},{"name":"Dynavax","relationship":"partner"},{"name":"Sanofi","relationship":"acquirer of partner"},{"name":"BARDA","relationship":"government funder"},{"name":"Wilkinson Brimmer Katcher","relationship":"PR firm"}],"dollarAmounts":[{"amount":"$61 million","context":"cash resources at end of Q1 FY2026"},{"amount":"$25 million","context":"share purchase agreement"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-05-19T20:01:27.038Z","global_importance":25,"audience_relevance":30,"importance_components":{"tickerTier":"small-cap","eventGravity":"proxy_contest","sectorWeight":"biotech","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"durationMs":26586,"modelName":"george-droid-qwen-72b"}}